Fading Away
by Malenkaya
Summary: RE movie fanfic First part in a trilogy. A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive? R for later chapters. Last chapter up!
1. Default Chapter

Title: Fading Away  
  
Author: Malenkaya  
  
Rating: R  
  
Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?  
  
Disclaimer: I do not own Resident Evil or its characters.  
  
Feedback: Would be very much appreciated; this is my first Resident Evil fanfiction. Flames are fine, so long as they're explanatory.  
  
Author's Notes: Firstly, there will be other characters in this story- I just didn't want to give it all away in the summary. Secondly, this chapter is somewhat boring, honestly. It's basically the ending of the movie in writing, with three short new scenes, as well as a deleted scene, that basically show three things that have changed: A, Rain is still alive. B, Zombie J.D and Spence are still alive, and C, Matt was given the anti-virus in the end.  
  
~ = italics  
  
Fading Away  
  
Prologue  
  
"You require the four digit access code."  
  
The Red Queen's voice echoed dully in the still room, the bright light from the video monitor falling upon and illuminating the three forsaken adults who stood in the murky water.  
  
"I can give you the code, but first you must do something for me."  
  
Alice lifted her head, asking dejectedly, "What do you want?"  
  
Her red dress and blond hair soaked through, expression weary, her blue eyes were dark with worry.  
  
"One of your group is infected."  
  
All eyes turned to Rain, who sat atop the short metal stairs, grasping the rails of the staircase tightly in one fist. She ignored them, her focus on the Red Queen.  
  
"I require her life for the code."  
  
"The anti-virus is right there on the platform," Alice argued, her words ending in a shout. "It's right there!"  
  
"I'm sorry," the Red Queen continued impassionedly, "But it's a risk I can not take."  
  
A brief, sardonic smile crossed Rain's face briefly as her grip tightened instinctively on the axe she held in her left hand.  
  
A tense silence filled the room, broken by Rain, who said shortly, "She's right. There's no other way."  
  
She threw the axe to Alice, who caught it, looking stunned. Sliding to the ground onto her knees, her neck exposed, Rain continued, "You're gonna have to kill me."  
  
Alice stared at her. "No."  
  
"Otherwise, we all die down here." Rain said, her expression stubborn yet resolute.  
  
There was a sharp blur of movement, followed by a heavy thud as the Licker slammed into the windowed door directly adjacent to the room.  
  
Rain jumped back immediately, Alice and Matt moving forward to catch her before she could fall again. They stared in disbelieving apprehension at the monster as it pulled back, giving them a good look at its magnitude.  
  
The Red Queen spoke, her voice distant, "The glass is reinforced, but it won't hold forever."  
  
Another heavy thud resounded through the room as the Licker crashed into the window again.  
  
Broken out of her stupor, Rain pulled away, falling to her knees in the cold water, both Matt and Alice making no move to stop her. "Do it."  
  
"No." Alice responded immediately. "Get up."  
  
"Just do it."  
  
"Rain, please get up." Alice repeated, her voice pleading.  
  
"Do it!" Rain shouted.  
  
"You don't have long to decide," The Red Queen informed them, her words punctuated by the resounding thud as the Licker slammed into the glass again.  
  
"You have no choice," Rain said emphatically, her voice controlled.  
  
Alice turned to Matt, asking desperately, "Get her up please."  
  
Matt leaned forward, his hands on Rain's arms. "Rain, get up."  
  
She shook him off easily. "Get off me."  
  
"Kill her now. You don't have any choice."  
  
"Just do it now!" Rain shouted again.  
  
"I can't do it!" Alice yelled in return.  
  
"Please," Rain said pleadingly. "Just do it."  
  
The Licker slammed into the glass again, thin spider-webbed cracks beginning to spread across the thick plexi-glass, and Rain shouted urgently, "Now!"  
  
The word carried on, mixing with Alice's own shout of frustration and the Red Queen's aristocratic voice, as Alice lifted the axe, swinging it down forcefully, Matt standing by, watching helplessly—  
  
And the Red Queen's voice was cut off suddenly as Alice embedded the axe into the computer screen.  
  
She yanked it out, sparks flying.  
  
A dull hum filled the room, ending in a slight thump as the lights flickered and died.  
  
Pale blue emergency lights flickered on one by one, bathing the scene in eerie spotlight. Rain lifted her head, and all three looked, almost automatically, to the window in the door.  
  
The Licker was gone.  
  
Cracks in the glass and a slight dent were all that existed of his earlier presence.  
  
A sudden sound echoed in the room, and they spun, watching as the exit door slowly began to open, Alice lifting the axe cautiously.  
  
And the door slowly opened to reveal—  
  
"Kap?" Alice asked incredulously, letting the axe drop harmlessly to her side.  
  
He smiled. "Bitch wouldn't open the door," he explained. "So I had to fry her."  
  
The Licker announced it's presence with a shuddering crash as the glass cracked even further.  
  
Alice raised the axe again, brandishing it before her. "Move," she said shortly.  
  
Kaplan held the door, standing out of the way as Matt carried Rain out of the room, Alice following behind, her gaze still on the Licker.  
  
She darted through the doorway, just as the glass gave way and the Licker came crashing into the room in a storm of broken glass. It ran for the door immediately, and Kaplan slammed it closed, locking it.  
  
"What the fuck was that?" he shouted in shock, staring at the door, already beginning to dent as the Licker slammed into it.  
  
His reply came by way of Alice, who shouted in return, "It's a long story!"  
  
Dropping the portable computer console he'd used to gain access into the room, Kaplan turned and followed Rain, Matt, and Alice as they ran down the hall.  
  
They ran through a maze of glassed in corridors, Alice leading the way, before coming to the heavy stone staircase they'd entered the Hive through. Alice ran down the steps, taking them two at a time, the axe still in her hand, and Matt followed behind, half carrying Rain. Kaplan completed the small train of people, leaning heavily on the stone banister as the four descended quickly.  
  
They reached the landing, Alice hurrying on ahead. Matt stopped to lift Rain into his arms before they continued, following Alice.  
  
Ahead of them, Alice stopped.  
  
Spence was lying in front of them, propped up against the ending train coupler.  
  
He had been horribly disfigured by the multitude of bloody lacerations stretching across his face and body- his thighs ended in bloody tatters of legs, stretched out before him, and a gleaming pool of blood surrounded him, extending to and stretching up the nearest pillar.  
  
Matt glanced at Alice, concerned, but she ignored him. "Start it up."  
  
Kaplan pulled himself onto the train without question, his face pale, heading presumably for the control station.  
  
Matt followed, carrying Rain, who continued to stare, transfixed, at Spence's corpse. He almost missed Alice's last words, as she said softly-  
  
"I'll get the virus."  
  
She walked forward, reaching hesitatingly for the anti-virus case on the coupler, directly behind Spence's bloody head.  
  
She pressed the silver button on the top lightly, and the top closed quickly, the box locking with a series of abrupt clicks.  
  
Taking a deep breath, she reached forward and grabbed the anti-virus case by its handle, wanting to grab it and get the hell out of there before Spence woke up.  
  
~ And before Rain dies. Or Kaplan. ~  
  
She stole a glance at Spence before lifting it.  
  
He hadn't moved, was still dead- for now.  
  
Giving a short sigh of relief, she lifted the case, pulling it off the coupler—  
  
And Spence gave an inhuman wail, surging forward.  
  
Startled, she jumped back in reaction, dropping the anti-virus case, which crashed to the floor a few feet away.  
  
She lifted the axe again, brandishing it before her, waiting for Spence to stand as she edged away from him.  
  
But he continued to slide along the floor, in his own river of blood, pulling himself forward with his arms.  
  
He can't walk, she realized suddenly. She felt a twinge of revulsion as she stared down at her former husband, letting her grip on the axe loosen slightly.  
  
Spence lunged forward again, and grasped the leg of her leather boot, letting out another bestial wail as his fingers latched onto the fabric.  
  
"I'm missing you already," she said coldly.  
  
And she lifted the axe high over her head, ready to carry out the killing blow—  
  
And a crash filled the echoing stone cavern as the heavy metal door locking the Licker into its room flew off its hinges, followed by heavy, clicking footsteps.  
  
"Leave it, there's not time!" Matt shouted from the train, holding the compartment door open.  
  
Dropping the axe hastily, Alice leapt over Spence, hurriedly lifting the anti-virus case as she went.  
  
She threw herself into the train, Matt leaning forward to slam the door closed.  
  
And through the tiny sliver left between the door and the wall, she could see the Licker, bounding down the stone steps, Spence reaching out to it—  
  
And the door slammed shut, and they were speeding down the railway, Kaplan closing off the secondary border between the Hive and the mansion as they went.  
  
******  
  
~~~ "J.D?"  
  
She lets her guard down, her grip on her handgun faltering as he stumbles forward, looking lost and beaten.  
  
It isn't J.D, it can't be J.D-  
  
And before she can react, he surges forward, gripping her shoulders tightly in cold hands and sinking his teeth into her neck.  
  
She cries out in pain, shoving him away forcefully.  
  
He doesn't fight, but falls back against the mass of zombies filling the utility pipes, as she elbows another zombie in the face, sending it to the ground.  
  
She turns as J.D stands again, refocusing her gun on him.  
  
And as he surges forward, she pulls the trigger.  
  
And nothing happens.  
  
The Beretta is empty, finally out of ammunition.  
  
Caught off guard, she doesn't get out of the way in time, and J.D slams into her, sending them both to the ground.  
  
She lands a couple of feet away from him, letting her shoulder take the impact of the fall, and is moving before she even hits the ground.  
  
Letting the useless handgun slip from her fingers, she forges through the crowd of zombies, looking for the exit through the pipes.  
  
She hears her name being called over the ominous moaning of the zombies, and looking upwards, sees Matt, Spence, Kaplan, and Alice sitting atop one of the pipes, Matt reaching down to her.  
  
Feeling inexplicably exhausted, dizzy, she reaches up to him, and he grabs her upper arms, pulling her up onto the pipe as she scrambles for a foothold.  
  
And as she clambers onto the pipe, Matt's hands balancing her, she turns, searching frantically for one particular zombie— ~~~  
  
"Rain?"  
  
Rain opened her eyes.  
  
Alice was crouched in front of her, holding the silver anti-virus case. "We have the anti-virus."  
  
Rain didn't respond, and, looking concerned, Alice asked again, "Rain?"  
  
"What?"  
  
The word came out more harshly than she had intended it to, and she saw hurt flash briefly across Alice's eyes.  
  
Feeling, somewhat surprisingly, ashamed, she held out her arm. Alice said nothing, but pulled one of the hypodermic syringes out of the case and equipped it efficiently. She tapped Rain's arm lightly, locating a blood vein, and then slid the long needle in.  
  
There was a slight click as she released the contents into her bloodstream, and Alice retracted the needle carefully, turning away to place it back into the anti-virus case.  
  
"I don't want to be one of those things," Rain said suddenly, her voice breaking the wary silence, "Walking around without a soul."  
  
The unsteadiness of her voice surprised her almost as much as the sudden confession. She barely knew Alice; had never especially wanted to, even though Alice had always made a point to be friendly to her ever since Rain had joined the Umbrella S.W.A.T team.  
  
"You won't be," Alice assured her.  
  
"When the time comes... you'll take care of it." Rain's voice was both confident and yet hesitating, the comment phrased more as a question than an expectation.  
  
Alice, who had been placing the hypodermic syringe carefully back into the silver case turned back to her, expression afflicted. She reached out and lifted Rain's face in her hands, forcing her to look directly at her. "Hey. No one else is gonna die. Okay?"  
  
"J.D did."  
  
The impulsive comment came seemingly out of nowhere, overwhelming Alice. She replied, almost automatically, "That wasn't your fault."  
  
Rain looked away, silent, and Alice didn't press upon it, instead reaching over to close the anti-virus case.  
  
Matt stood at the front of the train, watching Rain and Alice as they spoke quietly to one another.  
  
Their tones were hushed, making it impossible for him to hear them, but he could tell by their tense demeanor and simple instinct that it was nothing cheerful.  
  
Rain fell silent, looking away from Alice, and Alice turned, closing the anti-virus case. Her gaze met his, inadvertently or purposely, and he looked away, embarrassed, focusing instead on the steel and mesh floor surrounding the hatch on the floor of the railway car.  
  
He couldn't have possibly speculated the outcome of this mission. He'd been at the mansion simply to follow the Umbrella team, to find out what had happened to his sister.  
  
Instead, he had been careless; had tried to save Alice, without even knowing who she was. And he had been caught, and forced to infiltrate the Hive with the Alpha S.T.A.R.S team.  
  
And instead of the unquestionable hate he should have felt for these people- they worked for Umbrella, they had to have known what was going on- he'd realized that they themselves were, ultimately, innocent victims of Umbrella.  
  
And he'd grown to care about them, as he'd cared about Lisa.  
  
He'd started out completely and utterly alone, and inadvertently, had ended up with a family of sorts.  
  
A sudden but slight thump from the back door broke into his thoughts, and he frowned, wondering if he should alert the others to it—  
  
And a set of claws tore through the heavy metal of the train panel next to him, ripping bloody lacerations into his arm.  
  
He fell back against the control console wall, clutching his upper arm, watching helplessly as Rain was thrown off her feet by the impact, Alice immediately lifting up her discarded handgun and brandishing it in front of her.  
  
"Get us the fuck out of here!" Matt shouted to Kaplan.  
  
"Any faster and we're gonna come off the rails!" Kaplan yelled in return, his face fearful and forlorn, and then the metal door next to him was simply ripped away, exposing the Licker, which hung menacingly from the ceiling.  
  
Alice shouted his name as the Licker bit into Kaplan's shoulder, yanking him out of the train.  
  
Matt reached forward and slammed the door joining the control station to the railway car, feeling hopeless despair for Kaplan, but knowing that there was nothing any of them could do.  
  
~ Not if we all want to survive this. ~  
  
He heard thudding footsteps on the top of the train, the Licker, no doubt, and scanned the train warily, looking for any entrance—  
  
And at the back of the train, the small metal door hung open, sparks flying through the small open space.  
  
Matt ran for the door, reaching it and slamming it shut just as the Licker slammed into it. He stood up, and was immediately thrown off his feet again when the Licker crashed into the door, sending it flying into him.  
  
The Licker bounded in through the open doorway, stopping as it reached Matt, opening it's mouth, exposing it's powerful jaws and rows of sharp teeth—  
  
And sanguine brain matter exploded against the silvery metal of the train as the bullet flew into the side of the Licker's head.  
  
Matt scrambled away as the Licker focused its attention on Alice.  
  
As she sent another round into its brain, its tongue shot out, wrapping around her ankle and pulling her to the floor.  
  
Scrabbling for a handhold, Alice grabbed the mesh flooring and held it tightly; she glanced around her for a weapon, her gaze ending on Matt.  
  
He stood behind the bundle of pipes hanging from the ceiling, and, understanding his intention, she turned back towards the Licker, ducking her head at the last possible moment—  
  
And Matt ran the pipes directly into the Licker, shoving it off its feet.  
  
It released her boot, and Alice sat up, covering her face as the pipes fell from their netting, crashing down around her—  
  
And fell to the ground again as the Licker smacked her in the face with it's tongue.  
  
She glanced frantically for her gun, and noticed instead, the nearest pipe.  
  
An idea occurred to her, and as the Licker shot it's tongue out again, she grabbed the pipe and smashed it across the Licker's tongue.  
  
And as the Licker began to extract it's tongue, she lifted up the next pipe and drove it through the Lickers tongue and the metal flooring, attaching it firmly to the floor.  
  
The Licker shrieked in pain and anger, and inhuman sound, and Alice turned towards Matt, shouting frantically, "Open the doors!"  
  
Matt lifted the gun from the floor in front of him and turned abruptly, heading for the switch mounted on the wall—  
  
And saw Rain. Propped up against the wall, her eyes closed, hair covering her pale face.  
  
~ Dead? Or unconscious? ~  
  
He didn't have time to find out the answer, and he reached forward to press the button, as Alice shouted, "Open the doors! Now!"  
  
He pressed the button hard.  
  
And the air was filled with the Licker's savage screams as it fell through the open doorway.  
  
The pipe holding it to the train was almost yanked out, and Alice held onto it tightly, pulling back slightly and closing her eyes as the Licker burst into flames, the inferno filling the train with incandescent heat and black smoke.  
  
Letting go of the pipe, Alice stood slowly, and Matt pressed the button again.  
  
The doors slid closed, severing the Licker's tongue in two.  
  
Alice looked away, her face dismayed and despondent. Seeing Rain, she asked quietly, her voice cynical, "Is she alive?"  
  
Matt crouched down next to Rain, putting two fingers to the side of her neck. He wasn't sure what he expected to find- part of him had expected Rain to die many times throughout their ordeal, and the other part felt that she was too strong to ever give up completely.  
  
There was a pulse, and she was breathing, slowly and deeply. She was almost comatose, but she was alive, and that was something.  
  
He looked up and smiled, and Alice knew his answer before he said anything.  
  
****  
  
They reached the mansion's entrance in less than two minutes.  
  
Both jumped out of the train, Matt carrying Rain, Alice carrying the anti- virus, and hurried across the platform.  
  
As they passed the digital clock mounted on the wall, Matt glanced at the time.  
  
16 seconds left.  
  
Reaching the steps, they quickly ascended them—  
  
And turned back as a slight reverberation ran through the concrete floor.  
  
The heavy steel door was beginning it's descent to the floor, creating a barrier between the stairs and the station.  
  
The stairs darkened as the dim light emitting from the platform's lights were blocked out, and Alice and Matt continued up the stairs.  
  
They strode quickly through the entrance hall, still the epitome of elegance, despite the shattered windows.  
  
Alice continued through a series of small rooms, Matt following behind as they passed through a small sitting parlor and a stately dining room, finally coming to a stop in a small room adjacent to the dining room.  
  
Matt placed Rain carefully against the wall, feeling gently for a pulse.  
  
It had grown weak and erratic, but there was nothing more they could do for her.  
  
Alice fell to her knees on the black and white tiled floor, still clutching the anti-virus, and he hurried over.  
  
He kneeled in front of her, and she said quietly, "I failed."  
  
Matt stared at her incredulously. "Listen. There is nothing else you could have done. The Corporation is guilty here, not you!"  
  
She looked up at him, meeting his gaze, and he continued. "Now we finally have the proof-"  
  
He broke off, clutching his injured arm. "And that way, Umbrella can't get away with- We can- fight-"  
  
His voice broke off again, giving way to a shout of pain as he clutched his bloody arm.  
  
Alice looked alarmed. "What is it?"  
  
His only answer was a choked sound of pain, as he fell to the ground, convulsing violently.  
  
"You're infected," Alice said shortly, popping open the virus case as she moved closer. "But you'll be okay. I am not losing you."  
  
She pulled out another of the hypodermic needles, hurriedly equipping it with the anti-virus. Pulling Matt's arm to her, she slid the needle into his forearm, releasing it's contents into his bloodstream.  
  
She dropped it on the ground after pulling it out, regarding Matt cautiously.  
  
He had stopped shaking, but trembled slightly, his eyes glassy.  
  
"Matt?" she whispered, her voice echoing in the still room. She leant over him, checking for his pulse—  
  
And a bright light filled the room, the pounding footsteps finally registering as a team of Umbrella scientists strode into the room.  
  
She jumped up immediately as the leading scientists began to pick up Matt and Rain, loading them onto stretchers.  
  
They carried Rain out first, Matt following behind, both strapped to the cold metal tables. Rain was still unconscious, Matt semi-conscious, aware only of the pain coursing through his arm, neither able to fight back—  
  
She surged forward, kicking the scientist in front of her, elbowing another behind her, and shoving her way past another two, hurrying forward even as more ran to meet her.  
  
"Matt!" she shouted, willing him to listen, to hear her—  
  
She elbowed another scientist as she passed him, but was held back by the next three, watching helplessly as another team of scientists came forward, one holding a hypodermic needle in hand—  
  
"Matt!" she screamed again.  
  
He looked at her, and shouted something, the words lost in the bedlam as his gurney followed Rain's around the corner and out of sight.  
  
She continued to fight after he disappeared from view, as the final scientist stepped forward, plunging the syringe into her neck.  
  
The effects of the syringes contents were immediate, overtaking the last of her strength, causing her limbs to weaken, her vision to blur.  
  
She felt them strap her onto another gurney, unable to resist.  
  
The last thing she saw was another scientist, his blue eyes regarding her coldly.  
  
"I want her quarantined. Close observation. And a full series of blood tests..."  
  
She blanked out on the rest of the words, hearing them hazily, none of them registering to her.  
  
The last thing she heard, as a white light began to spread across her vision, was the same scientist. "Assemble a team."  
  
"We're re-opening the Hive."  
  
And the light blacked out. 


	2. Chapter One: Oblivion

Title: Fading Away; Chapter One: Oblivion  
  
Author: Malenkaya  
  
Rating: R  
  
Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?  
  
Disclaimer: I do not own Resident Evil or its characters.  
  
Feedback: Would be very much appreciated; this is my first Resident Evil fanfiction. Flames are fine, so long as they're explanatory.  
  
Author's Notes: Thanks much to skittles, bsktballchik, shawn4542, po, AnimaSola, and Keris for their reviews, I really appreciate it.  
  
~ = italics  
  
Fading Away  
Chapter One: Oblivion  
  
~~Matt couldn't run fast enough.  
  
He could feel the Licker behind him, chasing him through the ruins of the Hive.  
  
Alice, Rain, Kaplan- they were all dead, he could feel it, the Licker had killed them—  
  
He turned the corner, racing down the hallway and through an open doorway.  
  
He slammed the heavy steel door, locking it, and then turned.  
  
The Licker stood there, in the murky water.  
  
On the computer screen next to him was the Red Queen, who smiled condescendingly at him.  
  
"You're all going to die down here."  
  
And he covered his face with his hands, falling against the door as the Licker dove at him— ~~  
  
Matthew Addison opened his eyes.  
  
A light bulb swayed above him, its dim light crossing through the darkness.  
  
He sat up groggily.  
  
The room shook as a thump resounded through the walls, loose ceiling dust raining down.  
  
Suddenly he realized where he was.  
  
Umbrella.  
  
A slight pain ran through his arm as he moved it, and he looked down.  
  
In the light the bulb cast upon it, he could see an IV needle stabbed into it, held in place by medical tape.  
  
A quick search over the rest of his body located two others on his temple, and three on his upper arm, cutting into the slashes left by the Licker. He yanked them out, quickly and painlessly, casting them on the floor as he pulled himself off the metal table he was lying on.  
  
He crossed the room cautiously, unable to see more than two feet in front of him. His hands finally collided with steel that could only be the door, and he fumbled for the handle.  
  
Reaching it, he turned it halfheartedly, knowing it would be locked—  
  
And there was a slight click as the door swung open.  
  
Surprised, he glanced back at the relative safety of the gurney, still swathed in the pale light, before stepping out into the hallway.  
  
Emergency lights were on in the corridor, casting a slight glow over the tiled flooring.  
  
Across from him, he could see another window. Stumbling forward, he peered into it, trying to see in the darkness of the room.  
  
Turning away in defeat, he looked down the hallway.  
  
The windows into the room stretched forever, covering the walls of the hallway on either side of him. Next to each room was a small door, presumably for observation purposes.  
  
He moved forward another room, and peered through the next glass. Again, nothing.  
  
Where were Rain and Alice?  
  
With no outer windows, he couldn't tell how high the building was, how many floors it had, or if they were even in this facility- they could be literally anywhere-  
  
He forced himself to relax slightly. They had to be in this facility- they had been brought to the same place.  
  
And odds were there was a computer database somewhere that could tell him exactly where it was.  
  
He began to hurry quickly down the corridor, looking for an elevator, or, preferably, a staircase—  
  
And stopped suddenly when he heard the footsteps less than a corridor over.  
  
The footsteps came closer, and the small hissing sound that came with it did nothing to ease his worries.  
  
Whatever was there, it wasn't human.  
  
Matt began backing down the corridor slowly, trying to put distance between him and the thing without being heard.  
  
The footsteps stopped.  
  
Matt froze. He stood still, trying not to breathe, trying not to make any noise.  
  
After what seemed like hours, he heard the footsteps again, as whatever it was began to walk away.  
  
Letting himself breathe again, he took off down the hall, stepping as lightly as possible and running as fast as he could.  
  
*  
  
He heard another virus carrier passing by the door again, it's wet, heavy footsteps a simple giveaway.  
  
J.D pulled himself closer to the wall in reflex. The door was only cheap wood, nothing like the heavy steel and marble the rest of the place seemed to be made up of.  
  
He knew that he only had a matter of time before the Abomination would be released, before it would find him in the weak, tiny closet.  
  
It had already been released once; escaping into the room where he and the other test subjects had been staying, dead and alive, and had attacked them.  
  
J.D had run, along with two other test subjects- he didn't know who they were, didn't know who any of them were- and had found himself in this closet.  
  
He didn't know where they other two had gone, didn't know if he cared anymore. He was safe, for now.  
  
He wished he knew how many days had passed since Umbrella had enforced a lock down over the city of Raccoon. Apparently the Umbrella S.T.A.R.S team's investigation hadn't gone well- in fact, most members of the squad were missing and presumed dead.  
  
Rain.  
  
He had no idea if she was even alive.  
  
J.D remembered almost nothing from his brief escapade in the Hive- the last thing he remembered was Rain, reaching for him, trying to save him from the horde of zombies surrounding him.  
  
She had failed; and he had been killed in the tiny room.  
  
And then he was here, lying on a steel gurney, surrounded by at least thirty other zombies. An Umbrella scientist had been standing over him, prepping him for an injection.  
  
And that's when all hell had broken loose.  
  
He sighed, despite himself.  
  
And froze again as footsteps echoed over his head.  
  
Human footsteps?  
  
They sounded human; they weren't quick and tapping, like some of the other monsters kept on the seventh floor, and they weren't slow and stumbling like the zombies were. Finally reaching a decision, he stood up, reaching forward and pulling open the door.  
  
Whether they were human or not, he couldn't stay in this closet, waiting for the inevitable, any longer.  
  
*  
  
Matt sat in the office directly outside the employee's locker room, typing furiously at one of the computers.  
  
He hadn't had much luck. Finding the room in the first place had taken over an hour, with the added work of dodging all the Umbrella creations he heard in the halls, and now he couldn't find Rain or Alice.  
  
He knew that they had to be on either the fourth or fifth floors- "Light Observation" floors- or on the sixth or seventh, the area where he had been, entitled "Heavy Observation".  
  
He didn't have time to search through each floor, and the computer's database wouldn't let him into the private files without a password.  
  
With a sudden burst of anger, he lifted the keyboard and hurled it off the desk. It flew across the room, dragging the computer with it.  
  
Both fell to the floor with a crash, the computer's screen black, sparks emitting from the exposed maze of metal and wiring inside the computer back.  
  
Matt stared at it in shock, realizing almost immediately that the entire floor had probably heard the crash, feeling abashed despite himself.  
  
He had no idea where the sudden surge of anger had come from.  
  
Shaking his head, he turned away from the broken computer, heading towards the locker room to see if he could at least find some clothes to cover the tiny, Umbrella issued paper sheet he wore.  
  
~ And a weapon. A weapon would be good. ~  
  
He pushed the door open slowly.  
  
It swung open to reveal a standard, but messy, locker room. A row of sinks and mirrors covered the right wall, and the rest of the room housed almost ten rows of lockers. Some lockers were hanging open, others were closed, and he hurried forward for the first open locker he saw.  
  
Rifling through its contents, he pulled out a white lab coat and a grey pair of sweatpants and pulled them on quickly before moving onto the next one.  
  
His pocket felt heavy, and he reached inside it absentmindedly, expecting to find a set of keys.  
  
Instead, he pulled out a black, 9 millimeter revolver. A fully loaded revolver, at that.  
  
He grinned despite himself, and checked to make sure the safety was on before putting it back in his pocket for the time being.  
  
Reaching the end of the lockers, he managed to find another two lab coats, for Rain and Alice when he found them, and a couple of Umbrella ID cards.  
  
He heard another crash from upstairs and winced, wondering how much time he had before the monsters there figured out how to get downstairs.  
  
Hurrying out of the locker room, he checked the office door again, which he had locked earlier.  
  
It was still closed, the hallways still dimly lit.  
  
He sat down at the computer nearest the heavily draped windows and farthest from the doors, and quickly typed in the entry password, which he had figured out in less than five minutes.  
  
The Umbrella database popped up immediately, and he dragged the cursor over to the private patient files and double clicked on it.  
  
The familiar message popped up, asking for his name and password. Reaching into his lab coat's pocket, where he had stashed the identification cards, he pulled out the first one and examined it closely.  
  
Returning his attention to the screen, he typed in "James Stevens", and underneath, his password: "July191989".  
  
The date held no significance to Matt; he assumed it was a birthdate of some kind.  
  
He pressed enter.  
  
The files entry database filled the screen, and Matt smiled slightly. He double clicked on the marker "Category", deciding to simply search the floors, as he didn't know their last names.  
  
However, preceding the general floor numbers was the acronym "S.T.A.R.S".  
  
Frowning slightly, he double clicked on it.  
  
And five names came onto the screen- Matthew Addison, Rain Ocampo, Spence Parks, Alice Parks, and J.D Salinas.  
  
He frowned again, this time in confusion- He wasn't a member of S.T.A.R.S, never had been- and Spence and J.D were both dead.  
  
He jumped as a crash echoed down the hallway behind him. Glancing nervously over his shoulder, he dragged the cursor over to the icon "Print", hoping the printer still worked- he didn't have time to read the entire file.  
  
A slight hum filled the room as the green power light blinked onto the printer, and the pages began to print.  
  
He hurried over to the printer, yanking out the papers as they came, wishing the printer weren't so loud.  
  
The printer finally stopped, spitting out the last of thirty pages, and he quickly glanced at Rain and Alice's room numbers- Room 563 and 407- before folding them twice and shoving them in his pocket.  
  
The room was quiet and still now, the lights dim. Casting another glance over his shoulder, he reached forward for the drape on the window, pulling it up, wanting to catch a glimpse of the city—  
  
And another crash resounded through the room, not in the hallway this time, but closer.  
  
He dropped the drapes and spun.  
  
There was no one in the room, but he pulled the handgun out of his pocket and readied it as he hurried out of the room, pulling the oak office door open slowly.  
  
And as the same crash sounded through the room, he realized suddenly that it wasn't outside, but behind him—  
  
And turned to see the locker room's door bending forward, a massive dent in the metal frame.  
  
Matt turned and ran.  
  
*  
  
J.D hurried down the corridors of the fifth floor hallway, searching for a set of stairs, glancing into the windows as he went.  
  
The entire floor was like a maze, but at least he could see now; the 550's and higher numbers all had regained their proper lighting.  
  
He turned the corner again, and looking at the door to the right of him as he passed, realized that he was in the 560's now.  
  
~ God, how many rooms are there?~  
  
He shook his head in disbelief. With the size of this floor alone, he'd probably never find the stairs before some Umbrella monster found him.  
  
He broke into a jog, hurrying past room 562 and 563—  
  
And stopped suddenly, backtracking to where he was before. He placed his hands on the window in front of him, peering inside, thinking it was a mistake but wanting to be sure—  
  
It was Rain; lying inside, seemingly unconscious, on a gurney inside a room not unlike the one he'd been in, save for the lack of roommates, as far as he could see.  
  
He reached for the heavy metal door handle and twisted it, sighing in annoyance when he found it to be locked. Obviously, if the lights worked, so did the electricity controlling the doors.  
  
He began to bang on the window, shouting, willing her to wake up—  
  
And stopped when he heard the footsteps tapping down the corridor next to him.  
  
He froze, not knowing what to do—surely whatever it was would outrun him—  
  
And he shrank back against the door opposite Rain's, as it came into view.  
  
It was huge, a mess of sanguine tendons and muscle; its eyes empty, the sockets revealing uncovered brain matter.  
  
Letting out a shrill wail, it leapt at him.  
  
****  
  
Matt broke into a run when he heard the sound of shattering glass, accompanied by a shout, on Room 563's corridor.  
  
He flew around the corner, the revolver heavy in his shaking hands—  
  
And saw J.D standing there, looking exhausted and thin, but alive, a look of fear on his face—  
  
And the cause of that fear revealed itself as another Licker clambered gracefully through the remnants of the shattered window of Room 562.  
  
Matt instantly trained the gun on it as J.D shrank back from the monster, shooting it once in the eye and again in the head.  
  
The Licker turned and ran for him, and Matt continued to shoot, sending countless bullets into its brain as it ran at him—  
  
And the Licker finally dropped, less than five feet away from him.  
  
Matt lowered the gun slowly, unwilling to let his guard down- and then, suddenly remembering J.D, turned and aimed the gun at him. J.D didn't seem to notice, staring in disbelief at the Licker's corpse. "What the hell was that?"  
  
"You're supposed to be dead," Matt said shortly, unwilling to let the gun falter. "You were dead, the last time we saw you."  
  
J.D flinched. "Umbrella... has a new anti-virus."  
  
His early bravado was missing, giving way to an almost fearful tone; Matt opened his mouth to ask about it, but stopped as a heavy thud rang through the floor. Handing J.D a lab coat with the 9 mm, he said instead, "We have to get out of here."  
  
He slid the ID card through the slot in the door handle of Room 163 as J.D threw on the lab coat, and was rewarded with a slight beeping sound as the door swung open.  
  
"Cover the door" he whispered to J.D as he hurried into the room. J.D nodded, and turned to face the corridor, his face lined with tension.  
  
Reaching Rain, Matt quickly scanned over her. She seemed fine, despite her unconscious state and the numerous needles penetrating her body.  
  
He reached for the first ones, carefully pulling them out—  
  
And began to hurriedly yank out the remaining ones as another crash resounded through the floor, sounding closer to the corridor.  
  
A shout of pain alerted him to Rain's waking state, and he covered her mouth with one hand, hoping it hadn't alerted the monster to their position. With his other hand, he tore out the remaining needles; Rain sat up immediately, sliding off the gurney, and Matt caught her before she could fall.  
  
They could all hear the footsteps now, echoing down the hall less than a few corridors away.  
  
Matt wrapped her in the lab coat, asking quietly, "Can you walk?"  
  
Rain didn't answer, and looking more closely, Matt saw that her attention was fully fixated on the doorway, where J.D stood, his face pale, motioning frantically for them to hurry.  
  
"C'mon, we need to go," Matt told her gently, lifting her into his arms. She didn't respond, but closed her eyes, falling asleep almost immediately.  
  
They hurried out of the room and down the corridor, J.D following behind, the gun still aimed loosely at the far end of the corridor.  
  
They had barely made it around the corner before hearing the thing as it stomped over the shattered glass littering the previous corridor, and they broke into a run, racing down the hallway.  
  
They could hear the thing behind them, gaining on them, and catching sight of an elevator, its doors open, they ran for it, hoping it would still be working.  
  
They piled into the elevator as fast as was possible, and Matt pressed the lobby button as J.D tried frantically to close the doors.  
  
The doors closed slowly, shutting out any glimpse of the monster— and then they were moving, sliding downwards slowly.  
  
J.D glanced over at Rain. "Is she okay?"  
  
"I don't know," Matt said quietly, sounding exhausted. "Have the revolver ready."  
  
They elapsed into silence as they passed the third floor, moving onto the lobby.  
  
A short bell rang as they came to a stop and the doors began to open. J.D stepped forward slightly, holding his gun level as the door opened to reveal—  
  
Alice, who stood in front of the elevator, wearing another lab coat and holding a shotgun, looking as surprised as they felt.  
  
She started to say something, but Matt cut her off, saying, "No time," and they hurried through the marble lobby together.  
  
Reaching the glass doors, they shoved them open—  
  
And were shocked to see the state of ruin Raccoon City was in.  
  
Ambulance's and police cars were strewn across the road, their sirens still wailing, amidst crumpled cars. Paper and shards of broken glass covered the ground, blood splashed across the street.  
  
The city was dead to the world, and yet, in the far off distance, they could hear the distinct moans of newly awoken zombies.  
  
Raccoon had been infested. 


	3. Chapter Two: Finding A Way

Title: Fading Away  
  
Author: Malenkaya  
  
Rating: R  
  
Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?  
  
Disclaimer: I do not own Resident Evil or its characters.  
  
Feedback: Please! Flames, as long as their explanatory, are fine.  
  
Author's Notes: Firstly, thanks much to skittles, bsktballchik, shawn4542, po, AnimaSola, Keris, Lea, and Gabzilla for the reviews, and to all those who read the fanfic! Sorry this chapter has taken so long to be posted, but I've been busy with other things I'm writing- the next one should be up in a couple of weeks. Also, I must admit: I know very little about guns ( I'm in the process of learning about them), but if their usage and brief appearances in this chapter (or the last two) are stiff, sorry- it'll improve as the story continues.

"y" indicates a pause, because I can't get more than a one-enter space. How annoying.

**Fading Away**  
Chapter Two: Finding A Way

_"Patient shows distinct signs of recognition and coherency while conscious. Has no sign of T-virus infection or any other injury. Kept under heavy sedatives to avoid disruption."  
_  
J.D blinked, pulling the papers closer to him, hoping it would make them easier to read. The font was standard medical print- practically miniscule- and almost impossibly to read after five pages of the same writing.  
  
The constant vibration of the van's tires as it drove over the road of potholes wasn't helping either.  
  
Matt sat in the front seat of the stolen van, his features tense with worry and exhaustion as he drove along the road. Alice sat next to him, occasionally offering quiet words of support or guidance to him.  
  
J.D sat in the back with Rain, who had still not regained consciousness; she lay in the middle of a few conveniently placed blankets and J.D sat next to her, his back against the front seat, looking over the files Matt had lifted from Umbrella's database.  
  
Giving up on Alice's file- it hadn't revealed any unknown information yet anyways- he tossed it to the floor and picked up Rain's instead, paging through it.  
  
He wished someone would tell him what was going on- what had happened earlier, in the Hive. No one was talking about it, and he knew better than to bring it up now; but it was frustrating- he was completely unprepared for whatever might happen. Matt, a _rookie_ _cop_, was better fit for the current circumstances than he was.  
  
Scanning over Rain's file, he noticed immediately the most obvious difference from Alice's file- the existence of the T-Virus. Looking over her medical chart, he noticed the number of zombie attacks she had weathered, a massive number in comparison to Alice's, and wondered again what had happened down in the Umbrella Hive. Most of the bites on her arms, he knew, had come from trying to pull him out of the sealed room, but others- the one on her neck in particular- were deeper and he wondered why Rain hadn't been able to ward off what Alice had somehow avoided completely. Or Matt, for that matter. At least Alice had been working on Umbrella's S.T.A.R.S team and had more experience than Rain.  
  
J.D scowled, despite himself. Somehow, in the time they had been down there, Matt, Alice, and Rain had apparently forged some sort of friendship, and while Matt seemed fairly intelligent as well as competent, he couldn't help but resent him.  
  
He tried to return his attention to the rest of Rain's file, looking over her own medications—  
  
And the pages went flying from his hands as he toppled over, off balance, as Matt slammed on the brakes.  
  
"Goddamn it, Matt!" he snarled, despite himself, as he pulled himself upright again and reached for the scattered files.  
  
Matt ignored him, staring out in front of the van, and Alice was the first to see why he had stopped.  
  
"Oh my God, is that Kaplan?"  
  
She turned to Matt, who returned her gaze; and then, without speaking, both opened their doors abruptly and clambered out.  
  
Sighing in frustration, J.D left the files' contents where they were and scrambled out after them.  
  
They walked up to the dark form lying on the pavement, and Matt knelt down slowly next to it, reaching hesitatingly for a pulse; Alice and J.D both stood by, waiting, as he lay his hand on Kaplan's neck.  
  
He held it there for a moment, and then looked up and nodded at Alice, who let out an immediate sigh of relief. "We have to take him with us."  
  
"What happened to him?" J.D asked, shocked despite himself. In the dim light, he couldn't be sure of the true extent of Kaplan's injuries; but even in this light, Kaplan's broken leg and blood streaked forehead were painfully obvious.  
  
Alice looked at him. "The Licker... on the train."  
  
This clarified almost nothing to J.D; he assumed by 'the Licker' she meant the thing he and Matt had run into in the Umbrella hospital, but he didn't understand the rest of her statement and felt another tinge of helpless frustration.  
  
Matt stepped forward, grabbing Kaplan under the arms to carry him into the van and J.D grabbed his legs, trying to be as careful as he could while they carried him into the back, laying him next to Rain's sleeping form.  
  
In the dim lights of the van, J.D could fully see the extent of Kaplan's injuries; his right leg was broken, probably multiple fractures, and by the state of his forehead, J.D assumed he probably had a concussion, or at the very least, a massive headache.  
  
But the most prominent afflictions were the deep scratches running the length of his back, as if he had been simply torn away by something- The Licker?  
  
Alice crouched next to him, pulling a folded blanket from the pile on the floor and placing it underneath Kaplan's head. She unfolded the next one and laid it over him, working silently, a grim look on her face.  
  
The slamming of the door announced Matt's reappearance, and he immediately started the van up again, the inhabitants silent as he pulled back into the middle of the road.  
  
"Where are we supposed to go?"  
  
Alice's voice was tired, beaten; she cast a wary glance at both Rain and Kaplan as she asked her question, and it was clear she felt they needed hospital assistance.  
  
"We need a safe house," Matt said shortly. "Someplace out of town and further away from most of Umbrella's monsters."  
  
"Matt, we need to get Kaplan to a hospital," Alice argued, her voice strained.  
  
"Raccoon's hospitals are useless right now, and we have no way of knowing whether the city borders are even open right now." He looked at Alice through the overhead mirror, adding softly, "Kaplan's injuries are bad, but not life threatening- he'll be fine for a couple more days."  
  
Alice looked up at him, both establishing eye contact through the mirror, and J.D looked away, feeling as if he was interrupting something.  
  
They drove for another moment, each person quiet, running through their options, and after a few minutes, J.D broke the silence.  
  
"I know a place."

y

It was almost midnight by the time they pulled up to the ancient, dilapidated farmhouse.  
  
Matt drove around the outskirts of the house before finally pulling into a small cluster of trees offside the house, not wanting the van to be out in the open where anyone could see it.  
  
Quickly and silently, they began reloading the two guns with the little extra ammunition they had, J.D peering out the window at the surrounding darkness. It didn't take a genius to understand he would most likely be left on guard duty in the van while Alice and Matt went to check out the house and make sure it was safe.  
  
He felt another brief tinge of resentment. He now not only had no idea what had happened and why it had happened, but now he had been reduced to guard duty?  
  
"J.D," Matt whispered.  
  
J.D looked at him, and he continued. "Stay here and watch Kaplan and Rain, we'll check out the house."  
  
J.D nodded, feeling insulted- now he was not only useless, but apparently stupid as well- and Matt opened the back doors of the van, climbing slowly out.  
  
Alice hesitated, and then looked at J.D, telling him quietly, "If we're not back in twenty minutes, take Rain and Kaplan and get out of Raccoon, okay?"  
  
He nodded again, and then she climbed out, following Matt in the trees. Closing the doors and locking them, J.D continued to look through the window as they exited the patch of shrubbery and disappeared into the night.

y

Matt and Alice walked up to the house slowly, creeping through the high grasses, both uncomfortably aware the grasses would make fantastic hiding spots for a lot of Umbrella monsters.

They reached the house in less than five minutes, Alice immediately taking in the house's wide, wraparound porch and pale yellow color. It wasn't very large, and was completely run down, the high windows cracked and shattered, the adjacent barn's roof beginning to cave in- but despite the current dilapidation of the house, it's former beauty was still prominent.  
  
The front doors to the house were a light, pale wood and screen combination. Wind had thrown one of the doors open, leaving the house vulnerable to intrusion, and the red paint had begun to peel, giving the doors an almost eerie, broken appearance.  
  
They slipped quietly through the door, and, with a single glance, split up as they walked into the small entrance room, Alice moving towards the left and Matt into the tiny bathroom to their right.  
  
The living room Alice strode into was decorated tastefully in pale blues and elegant furniture, creating a room that, at one point, must have been exquisite, despite it's small size. Now the wallpaper was peeling, the plush furniture covered in rips and tears, and the soft carpet dirty, covered in piles of old newspapers, giving the room a sad, forgotten appearance.  
  
Besides a ancient looking television and radio, the room was empty, and Alice moved onto the kitchen adjacent to the room. It too was empty, save for some scattered pots and pans.  
  
Alice bent to check inside the cupboards, expecting to find only dust and cobwebs- and was pleasantly surprised when she pulled out a small coffee maker, setting it carefully next to the rusty sink. A quick glance inside the top cabinets added some dry cereals and cans of fruit and spaghetti to the growing pile, and she was pleased to find some decently clean mugs in another shelf, perfect for holding water or coffee.  
  
Her search was interrupted by Matt, who tiptoed quietly into the room behind her, startling her. She jumped, and turned immediately to face him as he blushed slightly and said, "Sorry. The rooms are empty, just storage stuff."  
  
She nodded, and asked, "Was there a back door?"  
  
"Yeah. Boarded up, though." His attention turned to the pile of food on the counter. "Is that stuff still good?"  
  
She nodded briefly, and then said, "We'd better check upstairs."

y

He sat in the middle of the room, yanking clothes out of his duffel bag, searching frantically for a weapon. He knew he had taken a weapon before leaving for home, but in his rush, had thrown it into his massive duffel bag and hadn't checked for it since. He still hadn't checked it, loaded it, he didn't even know where the ammunition was or how even to load the damn thing—  
  
His searching fingers found purchase, gripping the rifle tightly and dragging it out of his duffel.  
  
Footsteps suddenly resounded as the intruders ran up the stairs and he froze, clenching the gun tightly in his shaking hands, staring, terrified, at the locked door in front of him.  
  
He'd heard the cabinets opening downstairs first, the slight sounds waking the paranoid medical student, and had rushed to find the first available weapon he could find. He didn't know who the intruders were, or worse, even what they were, after seeing the monsters that had attacked Raccoon—  
  
His hand closed around a clip, and he brought it up to see in the dim moonlight flooding into the room through the boarded windows.  
  
Empty.  
  
He swore in frustration and threw it back into the bag, frantically searching for another.  
  
The doorknob turned.  
  
He stared at it with wide eyes, his alert gaze fixed on the door.  
  
He heard a curse as one of the intruders realized the door was locked. There was silence in the room, and he fought back a sigh of relief, thankful for whatever presence of mind had reminded him to lock the door.  
  
Then he heard the scratch of metal against metal and realized, with a thud of horror, that they were picking the lock.  
  
Abandoning his search, he jumped up, clutching the rifle in his shaking hands, hoping that he could at least attempt to scare them off.  
  
The sound stopped. Everything went suddenly, deathly, silent. He stood in front of the doorway, panting, his own heartbeat thundering in his ears.  
  
Then the door blew open off it's hinges and the intruders leapt into the room, holding guns in their hands, pointing them at him—  
  
Abandoning all attempts at courage or defiance, Michael threw his failed rifle to the ground, falling to his knees, his arms in the air, and cried out, "Don't shoot! God, don't shoot!"  
  
"I'm human."

y

It had been 27 minutes already.  
  
Part of J.D just wanted to pack up and leave, find a way out of Raccoon City, do _something _besides sit around in the van. Alice and Matt could fend for themselves, for all he cared- all he was worried about was getting himself and Rain out of Raccoon.  
  
He knew his thoughts seemed unfair- Kaplan, Alice, even Matt, in a way, were all part of the team now. Their experiences in the Hive, no doubt adrenaline and terror filled, had understandably brought them closer together- leaving J.D not only the odd one out, but the only one unprepared for whatever Raccoon might throw at them.  
  
To be fair, Alice and Matt had gotten them this far.  
  
But J.D had already died once. He didn't want to die again.  
  
Kaplan twitched in his sleep and J.D jumped, despite himself. He leaned forward and checked that the doors were locked again before peeking out through the windows.  
  
The patch of forestry they were in was empty and still as before, lit with the slightest paths of moonlight passing through the trees. J.D squinted, trying to peer past the tree line, uncomfortably aware of how many things could see better in the dark than he could.  
  
Rain sighed, and he turned to look at her and Kaplan's sleeping forms, huddled underneath the blankets they'd found in the van. The bright Indian print seemed falsely cheery, almost gaudy in the moonlight, and he was struck suddenly by the realization of how completely helpless they would all be if another Umbrella mutation found them. Alice and Matt had taken the only weaponry they'd had when they'd left, Matt totting the revolver he'd found in Umbrella's hospital and Alice, her automatic rifle.  
  
Which left J.D to fend off any attackers with his fists or fast running, all the while looking after two unconscious people.  
  
He shook his head, warding off the thoughts- the odds of anything attacking in the middle of the dilapidated farmhouse were nearly nonexistent- and instead reached for the stack of Umbrella files, still propped up against the seats. He discarded Alice's, and then Rain's files without bothering to look over them again and picked up Matt's instead, flipping carelessly to the first page.  
  
His search was interrupted by the sound of a key sliding into a lock, and he turned warily towards the back doors of the van. He had no doubts the visitors were Matt and Alice, but he slid in front of Rain and Kaplan anyway, assuming a defensive stance.  
  
The lock clicked, and Matt swung open the door, Alice smiling at him reassuringly. "The house is empty, we can stay here for the night."  
  
J.D handed off the files to Alice, climbing out of the van- and noticing, as he did so, the third figure who stood to the side of Alice.  
  
"Who the fuck is he?"  
  
"Michael," Alice answered promptly, as Matt grabbed the anti-virus case out of the van and handed it to her. "He's a medic, he'll take care of Rain and Kaplan." She grabbed the case by the handle and turned, hurrying back to the house.  
  
Michael nodded, his face pale. J.D stared at him, taking in his bright green eyes, messy brown hair, and wire-rimmed glasses as he turned away, nervous under his scrutinizing gaze.  
  
"Couldn't he have just stayed inside the house?"  
  
Matt flashed him an exasperated look. "We needed him to help us take Kaplan inside." He held up the flat top of a wooden table as evidence. "Make shift stretcher."  
  
J.D nodded, and reached out to help Matt ease Kaplan onto it's blanket covered surface, careful not to jostle his right leg. They left another blanket spread over him for warmth, and the third, Michael rolled up and tucked underneath his head.  
  
Grabbing the top end of the stretcher, Matt told him, "Just wait here. We'll bring Kaplan in first, and then come back for Rain."  
  
J.D shook his head. "Don't bother. I can carry her." He clambered back into the van as the two left, carrying Kaplan between them, and gathered Rain carefully into his arms.  
  
Climbing out slowly, he locked the doors with his elbow and slammed them shut with his foot before starting towards the house, carrying Rain close to him, following the two other men as their figures cut shadows across the high grass, lit by the full moon wavering in the sky.

A/N: In case I forgot to mention this... it's my birthday today! (July 30th, in case it's posted too late...). At 9:10 tonight I shall be 16! So please review; I shall think of it as a birthday gift, lol. Thanks!


	4. Chapter Three: Revelations

Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Please! Flames, as long as their explanatory, are fine.

Author's Notes: I'm really very proud of this chapter- it involves action, drama, and most importantly, character interaction!

I've finally figured out the plot, not only of this fanfiction, which I plan to make first in a trilogy, but of the other two as well- and so, with the exception of this week (I'll be camping) updates should be coming steadily!

Again with the weapons thing: it will get better as it goes along, I promise. And, as always, "y", is only there to provide space between two seperate parts.

And a thousand thanks to Gabzilla, who has been perfectly lovely reviewing all the time. I'm hoping everyone else is just on vacation- prezumpciya nevinovnosti, nyet? For I live and breathe reviews, lol. Anyway, enjoy chapter three!

**Fading Away**

Chapter Three: Revelations

The decrepit blue couches were deceptively plushy, and as J.D shifted further into the couch, he couldn't help but be surprised at how comfortable he was. Changed out of his dirty, soaked medical shirt and pants Umbrella had issued him, he was dressed instead in a warm, comfy pair of sweatpants and a t-shirt, leaving him free to focus instead on his empty stomach, which growled as he and Alice flipped through the radio stations.

Matt was in the kitchen, crashing around pots and pans as he stirred the pot of spaghetti he was making. Every so often, a humming could be heard from the kitchen, followed by a few notes of a song before he would stop again. It was annoying, but amusing in it's own way as well.

A crash from the kitchen interrupted their search through the stations, followed by a muffled apology from Matt. J.D laughed, and Alice smiled as she reached over and flipped off the radio, giving up on any hope of news.

J.D leaned further back into the couch, looking up as he heard Michael moving around upstairs. The young medic, shy as he was, had immediately offered to check up on Rain and Kaplan, practically running up the stairs as the three of them headed into the living room.

Rain was probably going to be fine. From her files, J.D assumed that she was probably just suffering side effects from the extensive blood tests and extractions Umbrella had subjected her to in order to ensure the removal of the virus. That, along with the drugs she'd been given had left her weak and sickly, but the effects were most probably temporary at worst.

Kaplan, however, was an entirely different story. His wounds were not nearly as extensive as they'd all assumed; but, as Michael had told them, the threat of infection was high, and that alone would be enough to kill him.

J.D was pulled from his thoughts as Matt re-entered the room, carrying on a tray the pot of spaghetti, bowls, spoons, and a few cups of coffee. He placed it on the coffee table with a small smile towards Alice, who immediately began doling the spaghetti out to each bowl. She handed the first to Matt, the second to J.D, who began wolfing it down, unconcerned with his most likely savage appearance, or the fact that he had a trail of spaghetti sauce down his chin.

Michael's tentative entrance into the room made them all put down their bowls, Alice shoving one wordlessly towards Michael as they all gazed at him, their expressions questioning. He tossed off his white medical gloves, which were stained lightly with blood, and threw them on the table before collapsing into the armchair across from them, his expression grim.

"Rain is going to be fine. Most of her wounds are just surface ones, but the one on her neck will probably need stitches- we'll just have to wait and see how it heals." He paused, then continued: "She'll be back to top form in less than two or three weeks regardless, but a blood transfusion would probably speed up matters if anyone knows her blood type."

"Type O positive," J.D cut in. "It's not very common, though."

"I'm O negative," Matt offered. "If that would work."

"Universal donors," Alice said. "That's what O negatives are supposed to be." She turned to look at Michael. "Isn't that right?"

He nodded. "Yes, O negative is probably the best blood type to use in this situation- it's just lucky you two weren't reversed, blood transfusions from an O positive to an O negative blood type usually end up killing the receiver." He cleared his throat, looking embarrassed. "But anyways, yeah, that would work."

"Kaplan, though... I've done all I can, but infection has set into his right leg. Without proper medical treatment, in a statewide facility, he probably won't survive the next week."

J.D stared at his spaghetti, the pale noodles and red lumps of meat and spaghetti sauce suddenly unappealing to him. His shocked silence was echoed by the rest of the group as Michael hastily added, "With an amputation, in a proper hospital.... He'd probably be fine. But he's running out of time before the infection spreads too far to stop."

J.D shook his head. "We're not going to a hospital."

Alice stared at him, her face a mask of pain and anger. "What other choice do we have but to let Kaplan die?"

"We can't just pack up and run across the country!" J.D argued. "And anyway, how do you know Umbrella hasn't sealed off Raccoon City already?"

Alice turned to Matt in desperation. "Matt, can't we just-"

He looked up at her, his eyes meeting hers, and the expression in them was all she needed to see.

"You can't- we can't just leave him to _die _out here-"

"Alice, the drive to the nearest possible would probably just worsen his condition rather than better it," Michael told her gently.

She stared at him as if seeing him for the first time before she turned abruptly, hurrying into the kitchen and slamming the door closed behind her.

All three men stared at the closed door in silence, until Michael said quietly, "Rain's awake right now, J.D, if you want to see her."

J.D looked at him in surprise. "Does she want to see me?"

Michael shook his head. "She didn't say."

J.D nodded, looking thoughtful; reaching out, he grabbed a bowl of spaghetti off the table and left with it.

Michael turned to Matt. "Matt, we can start prepping for the transfusion now, if you'd like."

Matt shook his head. "I'm going to check on Alice." He stood up, and Michael did as well, not wanting to be spectator to any scenes taking place between the two.

"I'll be upstairs later," was Matt's parting comment before Michael left the room.

And though neither men realized it at the time, it was only fate, or perhaps blind luck, which prevented the transfusion from taking place that night.

y

The door was open, and J.D walked in quietly, holding the bowl of spaghetti in one hand and a glass of water in the other.

Rain turned as she heard him enter the room, flopping over in the small bed. She wore a red t-shirt and black sweatpants and her hair hung loose over her shoulders, a sight he didn't often see. Her eyes met his, and he saw in them a mess of emotions: surprise, exhaustion, happiness... and the slightest tinges of fear.

He sat down in a small armchair next to the bed, placing the dishes on her nightstand, before turning to her with a grin and saying, "Hey."

She grinned back at him. "Hey."

And before either of them knew what was happening, he'd thrown his arms around her, drawing her into a tight hug which she returned.

When they parted, she smiled, almost shyly- a word he'd never associated with Rain Ocampo- and then fixed her attention on the bowl of spaghetti. "What's that?"

"Spaghetti," J.D told her. "Want some?"

She scowled. "I hate spaghetti."

He grinned at her, one of his I'm-Completely-Unaffected-By-Your-Scowls grins that he knew she hated. "Too bad. It's all we have."

She stared at him for a minute, and then shrugged. "Yeah, okay." He handed her the bowl and spoon and she dug in, making a face he couldn't help but laugh at.

She paused for a minute, wiping at her chin with her wrist. "So are you going to tell me what happened, or what?"

He shrugged. "Umbrella tried out some new anti-virus on a bunch of zombies, and I was one of the lucky ones it worked on."

Rain regarded him warily. "Do you remember anything though? From down in the Hive, I mean."

"Not really. I was... I remember-"

"Dying." She filled in for him. He glanced at her, and she looked away. "But do you remember anything else? From... later?"

He shook his head. "No."

"Oh," was all she said, as she ate another spoonful of spaghetti.

He reached for her hands as she set down the bowl, taking them in his own and checking over the bites there and on her arms. He knew that he was acting like a worried grandmother, but couldn't help it. "When are these from?"

She shrugged. "Ran into a bunch in the utility pipes." She grinned at him. "Zombies with a fucking arm fetish."

He grinned back at her, dropping her hand, and reaching up to her neck. He brushed her long hair back gently, exposing the gaping wound there.

"What's this one from?" he asked quietly, not wanting to hear the answer. After years of unwanted braces and other dental work, he had a suspicious recognition of that imprint.

He traced the marks gently with his thumb and Rain jumped, pulling away from him automatically.

He didn't need to hear her next word to realize where it was from.

"You."

y

The door was opened quickly, to Matt's surprise, when he knocked on it.

Alice was pale, her expression miserable, but no longer angry. She clutched a mug of coffee in one hand, holding the door open with her other hand as he stepped into the room.

"Alice," he began quietly, not knowing where to start. "I just- wanted to see if you were okay."

She shook her head, closing the door behind him. Leaving her mug on the counter, she turned to him, her voice breaking, and asked, "When does it ever stop, Matt?"

He glanced at her cautiously. "When does what stop?"

"Everything," she said vaguely, and then sighed. "Rain is fine, J.D even is fine... and now Kaplan is dying instead. I thought getting out of the Hive would make everything okay, but... people are still dying, Matt."

Matt didn't know what to say to that. There was nothing he _could _say, not without sounding patronizing or naïve, because her statement was true, people _were _dying- and Kaplan probably wouldn't be their only fatality in the next few weeks.

She knew this, and so did he. They all did, but nobody knew what to say.

So instead he did the only thing he could do. He stepped forward and gathered her into a hug.

He was surprised, as she folded into his arms, to realize that she was crying. Throughout the entire Hive escapade, Alice had been a pillar of strength to all of them, always staying rational, never breaking down.

He'd never thought she'd be one to cry.

y

Michael was sitting alone at the coffee table when Matt finally left the kitchen, Alice wanting to shower and check on Rain and Kaplan, examining a woe begotten game of chess. He looked up when Matt entered the room and, grinning sheepishly, gestured to the board and said, "Wanna play?"

"Shouldn't we do the transfusion now?" Matt asked, surprised.

Michael blushed slightly. "It can wait." Off Matt's curious look, he elaborated. "J.D's in there right now, they both look... sort of intense, I guess."

"Oh," Matt said, not sure how to take that. He supposed it wasn't surprising- the two had been best friends right up until J.D's death.

He glanced absentmindedly at the ceiling. He'd wanted to go upstairs, check on Rain and Kaplan, but for now, it could wait.

"Yeah, all right."

y

J.D moved away automatically, letting her hair fall over her shoulder again, re-covering the bite wound.

"God, I'm- sorry. I didn't know."

She rolled her eyes at him, a somehow comforting, Rain-like gesture. "It wasn't your fault J.D. You were a fucking _zombie._ And anyway, it doesn't matter now."

He smiled at her, but couldn't ease the tinge of guilt he felt. To have seen him and have him attack her... he could only imagine what that would have been like for her.

Rain wasn't exactly the most trusting person. In fact, he was the only person he knew of that she absolutely trusted, and he couldn't push away the feeling that he had somehow betrayed that trust.

"Stop thinking," she told him suddenly.

"What?"

She shrugged. "It doesn't matter, J.D. It's over, anyway."

He nodded.

"You know what you could do, though?" she asked seriously.

"What?" he asked, looking at her expectantly.

She scowled at him. "Get me something to eat besides fucking spaghetti."

He laughed, and ducked as one of Rain's throw pillows went whizzing past his head.

y

"Checkmate."

Another black knight fell, and Michael moved him off the board reluctantly, surprised at the skill Matt had shown.

They sat now cloaked in bright sunset, the night's darkness long gone. The pale light lent an almost beautiful stillness to the blue-tinted room, lighting the chessboard up like a beacon.

The house was silent besides the sounds of their quiet, infrequent speech. Rain, J.D, Kaplan and Alice were all still upstairs, Alice packing everything- the anti-virus case, Umbrella documents, all important to them- into Michael's knapsack in case they had to leave suddenly. They were either not talking, or talking too quietly for either of them to hear.

The pawns, knights, queens and kings, as they moved gracefully over the checkered board, engaging in short skirmishes with opposing sides, were the only sounds in the room.

Michael was quiet and still, seeming happy with the peace that had finally settled over the household after the hectic evening.

Matt was silent, but held a more intense demeanor than his opponent as he watched the chessboard carefully, planning his moves ahead, wrapped entirely in the game.

Michael had foolishly left his king in the open, vulnerable. If Matt made the next move well, it would win him the game.

He smiled, almost self-mockingly, to himself. Very few people he knew would associate him with being good at chess, but he had picked it up when he was a teen and had been surprised to find a natural skill in it.

He'd used to play with Lisa all the time.

Michael moved his knight to the left, leaving his king doomed.

Smiling, Matt moved in for the kill.

The stillness of the room was shattered as the windows exploded inwards, bringing with them another Umbrella mutation- another Licker.

Matt and Michael had thrown themselves to the ground automatically with the crashing of the window, and Matt grabbed now Alice's rifle, which she'd left near the table, before standing again.

Michael was staring at the Licker, backing away with a terrified look on his face as it eyed him menacingly.

Matt lifted the rifle to his shoulder, staring down the Licker. The gun was loaded, he should have no problems taking out the single monster—

Another crash resounded from the kitchen this time, footsteps following the sound, and

Matt didn't have to turn around to realize another Licker had joined the first.

They were surrounded.

Michael turned to him, his expression terrified, and Matt hissed, "Michael, take the files and get upstairs."

"What if I can't make it in time?" Michael's voice shook as he slowly reached to the table, lifting the five files carefully in his hands.

"I'll take care of it," Matt said grimly, focusing again on the first Licker as it stared at Michael.

He cast Matt a doubtful look, and Matt shouted, "Michael, just get the hell out of here!"

The shout launched Michael into action and he ran for the stairs, his head down, plowing forward like a quarterback running for the winning touchdown.

The first Licker leapt for him, and Matt shot it in the head, dodging it as it and the second Licker leapt for him in his mad rush to the stairs.

Michael had already reached the top of the stairs and disappeared into the bedroom. He hurried out seconds later with J.D, who carried Rain in his arms, and into Kaplan's bedroom.

Alice was standing at the railing of the stairs, holding the shotgun in her hands, as Matt had expected her to.

He dashed up the stairs, keeping his head down, the rifle steady in his hands, and above him he could hear the rounds of gunfire as Alice bulleted the two monstrosities, their snarls drowned out by the sound.

He threw himself into Kaplan's room, followed closely by Alice, and they slammed the door shut, locking it automatically, Michael and J.D dragging over a waiting dresser, bookcase, and desk.

They could all hear the Lickers slamming into the door outside as they dashed about, panicking, trying to think of a plan. Matt was hurriedly shoving their weapons into the small nylon knapsack Alice had packed, Alice explaining the situation frantically to a suddenly woken Kaplan, and Michael continued to shove furniture in front of the door, almost delirious in his panic as he cried out, "We're going to die, God, we're all going to die!"

J.D shouted at him to shut up as he dragged over another armchair to prop in front of the door, his shout almost drowned out by Michael's own panicked shouts and the thuds as the Lickers continued their relentless assault on the door.

The pandemonium was broken when Rain said, her voice quiet but clear, "The window."

They all turned to look at her- Matt hadn't even noticed her at first, standing next to the small window, grasping the table next to it tightly to keep herself standing.

"It won't work," he told her. "We're too far up, there's no way Kaplan can make it-"

"What about the barn?" Alice interrupted suddenly.

They all turned to look out the window, noticing suddenly how close the barn window was to the tiny bedroom one.

"We'd need to bridge it," J.D said, looking to Matt.

And then suddenly it was instant pandemonium again as Matt and J.D rushed over to the closet and began taking off the hinges with the small lock pick Matt had as Alice threw open the window and pulled on the knapsack.

They got the door off it's hinges within seconds, adrenaline hurrying them, and pushed it carefully out the window.

The thin slab of wood swayed silently in the breeze before finally meeting the window frame of the large barn window, Matt and J.D pushing it forward to create enough stability.

Alice stepped out first, wearing the bulging knapsack. The door bent under her weight, and the room held it's breath as she hurried across, throwing herself into the window. She looked back at them, giving them the all clear, and Matt turned to Rain, asking quietly,

"Can you make it across?"

She nodded in affirmation, looking annoyed at being asked- and then almost collapsed as she loosened her grip on the table.

Matt and J.D exchanged a worried look.

"Just take Kaplan, I can handle Rain," J.D said in a quiet undertone.

Matt nodded, and helped Michael pulled Kaplan carefully off the bed, his arms over their shoulders. The three of them staggered to the window, Michael stepping out first, pulling Kaplan carefully by his arms. Matt followed, lifting his legs as gently as was possible.

The echo of splintering wood resounded through the bedroom, and both Rain and J.D turned to see the menacing cracks that had appeared through the middle of the door.

J.D grabbed Rain, one hand holding her arm, the other wrapped around her waist, and practically lifted her to the window. She grabbed the frame and pulled herself out as Matt climbed out on the other side, and J.D followed as soon as she was halfway across, looking back at the bending door.

They made slow progress; in reality, the trip of six feet or so took less than a minute, but to J.D, the time stretched on like hours would.

Rain finally reached the end, and Matt reached forward, pulling her forward and into his arms. He set her down carefully next to Kaplan and then reached out for J.D.

The door exploded off it's frame as he yanked J.D into the room and the Lickers leapt towards the window. Using her foot, Alice shoved the thin wooden bridge connecting the two windows off the sill, Matt flanking her as she raised the automatic rifle to her shoulder, taking aim at the two Lickers.

They watched as the first of the two stepped up the windowsill, it's tongue slipping out briefly as if to test the air; and then it jumped, it's claws outstretched, and Matt and Alice stepped back, their rifles at the ready—

And the Licker fell short, smashing into the wall less than three feet beneath them, it's partner following it in its wake.

Alice lowered her gun, her expression of confusion matched by one of grave worry on Matt's face. The Lickers were far more powerful than that, they should have made the jump easily- why hadn't they been able to?

"Guys?"

It was Michael's shaky voice that broke their thoughts. He sat on the hay-covered ledge, his legs hanging over the edge, looking at the barn floor beneath them.

"I think you should take a look at this."

Sharing another worried glance, Matt and Alice moved forward again as if in tandem, followed by J.D and Rain, to look over the second level ledge.

The sight that met their eyes was, to put simply, horrifying.

A group of thirty or more people, from infancy to the elderly, lay on the floor, surrounded by the dirty hay and their own blood. Ripped sleeping bags, bagged food, and other traveling necessities lay broken open all over the floor, giving the impression that they had been camping out inside the barn, hiding from something.

Hiding from something that had mutilated them, torn through them in order to reach its goal.

Some bodies had been simply ripped apart as their attacker had raced through the barn, throwing arms, legs, torsos over the barn stalls, the dirty hay floors- even the ladder leading up to the second level where the six adults sat in silence, taking in the gruesome sight.

"Is that what... those Lickers did?"

Alice shook her head, stunned, and Matt said shortly, "Something tore these people apart. Not even the Lickers have this sort of power."

"Are they infected?" Alice asked him, her expression worried.

He shrugged. "I'm not sure."

J.D asked, his voice edgy, "How long until they wake up then?"

On the barn floor, an arm twitched. An elderly lady reached blindly for her cane. Another teenager's leg twitched as he began to sit up.

And in the middle of the bloodbath, a tiny toddler, barely older than two, sat up and opened it's eyes.

He looked at them, his baby blue sleeper contrasting absurdly with his bloody face and smiled, his eyes hungry.

Matt answered, his voice grim, "Not long."

End!

P.S. Has anybody seen any trailers for "Resident Evil: Apocalypse"? I saw one yesterday at the theater, it looks _awesome._

As always, please review!


	5. Chapter Four: Running Away

Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Please! I live and breathe reviews! Flames, as long as their explanatory, are fine.

Author's Notes: A thousand thanks to Gabzilla, organized-chaos, Jano for reviews!

I'd like to apologize in advance; with school starting in a couple of weeks, the updates may lessen slightly; though I'll try my best not to let that happen.

Par usual.... the "y" is only to provide a space. Does anyone know how to do that?

As always, happy reading!

****

**Fading Away**

Chapter Four: Running Away

It was Alice who spoke first, her eyes roaming the twitching mass of bodies on the floor. "Are there any other exits?"

J.D nodded, his face pale. "There's a hatch down there, by the back of the barn. It leads to a bomb shelter or something."

Throwing the ratty nylon knapsack over her shoulder, Alice started for the ladder connecting the two levels, Matt following as Michael hurried towards Kaplan, asking worriedly, "How will we get him down?"

His question was ignored, the other's focus directed entirely on the waking zombies underneath them, and he bit back a sigh as he threw Kaplan's arm over his shoulder and staggered after them.

He propped Kaplan up into a sitting position near the ladder, watching as Alice threw down the knapsack and scaled down quickly after it.

She was first down the ladder, Michael inches behind her. Stopping at the bottom, she pulled a shotgun from the knapsack and handed it to Michael, asking, "Can you use this?"

He nodded, hefting the gun in his arms, staring at it despite himself. He'd spent his fair share of time at the shooting range and his aim was good, he should have no problems- but he'd never in his life thought his skills would ever bring him here, shooting moving, living-

_Not living,_ a nagging voice in his head reminding him. _These people have been dead for a long time._

He turned, focusing his gun on the zombies, and Alice hurried to the back of the barn, kicking haphazard piles of hay out of the way, searching for the hatch.

Michael hoped the zombies would stay down long enough to let them all out safely.

Dead or not, he didn't want to shoot anyone.

y

Matt was oblivious to Alice's search for the hatch and Michael's own private struggles as he reached up for Kaplan, J.D dangling the unconscious ex-S.W.A.T. officer by his wrists over the second level.

He caught Kaplan easily, adjusting quickly to the weight as he set him down next to the ladder before reaching back up for Rain.

The moaning of the freshly awaking zombies played like a soundtrack in his head as he waited for J.D to lower Rain down to him, and he fought the urge to glance behind him.

He wondered briefly how good a shot Michael was, whether he'd had any practice, or if he even knew how to use the weapon properly.

He decided he didn't want to find out.

Rain was lighter, easier to grab around the waist and set down next to Kaplan even as J.D came scurrying down the ladder.

"Matt!"

Alice's shout diverted his attention from the sound of the zombies and he turned quickly.

She stood near the back of the barn, knapsack tossed to the ground, her fingertips entwined in the metal grating—

"It's locked!" she shouted at him, her eyes panicked.

He hurried over, dropping to his knees next to her and examining the combination lock wound around the latch. It was heavy metal, not nearly as old as the grate, built to withstand all weather and other conditions.

He yanked on the lock, hoping it would open, that the numbers had already been set—

And the lock snapped off in his hands. He stared at it, shocked- it was a strong lock, it shouldn't have ripped off so easily—

He turned to Alice, but she was already throwing open the grate. She gave him a quick smile of thanks- even in the most hurried of situations, Alice always took the time to bother with such things- and hurried down the rickety steps into the tiny room, gun in hand, checking the perimeter.

He shook off his edgy feelings- it was only a lock, probably older than it looked, anyway- and jumped to his feet. Pawing through the knapsack, he pulled out the last revolver, checking quickly to make sure the safety was off before climbing to his feet and turning, ready to face the zombies.

y

J.D was in the process of carrying Rain closer to the basement's opening when he made the mistake of looking at the chaos behind him.

Over half the zombies in the barn were standing now, shuffling towards them. Their eyes were empty, hungry, their faces streaked with blood and God knew what else, and their proximity made J.D feel suddenly, terribly claustrophobic, memories of his last run in with the creatures playing in his head—

_"See how easy it was?"_

Then the grip on his arms, everywhere, as he was dragged into the room, aware only of the zombie's moans and the pain in his body as they bit into him—

_"J.D, no!"_

And then of Rain's shouts, her hand clasped in his as he fought to escape them—

And then the sudden, thud of pain as Rain's hand slipped from his, his palm closing on empty air, the tiny shreds of hope left in him evaporating as he was pulled still further into the room—

"J.D?" It was Rain again, and he turned to look at her.

Her eyes were dark with worry, and she said, "What are you doing?"

He just stared at her, knowing that he should be moving towards the hatch, yet unable to move—

And he was interrupted by the shout of his name, too late to stop the flash of blinding pain as the zombie bit into his shoulder.

He whipped around and kicked the zombie back automatically. It fell back, and J.D took the time to set Rain down unceremoniously on the hay floor, moving in front of her and Kaplan.

The little girl pulled herself off the ground and started towards him again. Her green eyes, once bright and lively, were dead now, ringed in red, the color a grotesque compliment to her pink polka-dot dress.

J.D kicked her as she lurched forward again, not bothering to use a lot of force. She fell, and he took the opportunity to turn to Michael, shouting at him to shoot.

The young medic was shaking, his eyes wide, his face pale and terrified, and a fierce shot of irritation overrode J.D's panic as he stared at him in disgust. It was only natural to be afraid, he knew that, but if Michael couldn't even shoot a goddamn gun to defend himself or any one of them, how the hell could they keep him alive?

J.D turned back to the little girl, his brain registering the fact that other zombies were moving in now, they would soon surround him, as she launched herself at him again, arms outstretched, mouth wide—

And she staggered, the bullet hole appearing in her forehead as she fell, her curly brown pigtails darkened with a splash of clotted blood.

Shocked, J.D turned to Michael- but it was Matt who had made the shot, his expression dark. He nodded to him, and J.D returned the nod half-heartedly before gathering up Rain and hurrying back towards the hatch, noticing as he did a shaken Michael tending to Kaplan. Their eyes met briefly and J.D looked away, sympathetic despite himself to the blind panic in his eyes.

Rain, exhaustion overriding her more stubborn nature allowed J.D to carry her down into the basement, Matt and Michael following with Kaplan.

Alice was last into the room, running back down the stairs and slamming the hatch closed even as the undead fell upon them, moaning and clawing at the flimsy metal.

There was no lock anymore, but Matt figured it wouldn't be a problem- the zombies didn't appear particularly adept at opening doors.

The room they were in was surprisingly tall; they were able to stand comfortably where they sat huddled beneath the stairs. Despite the height and added space, the walls were old stone, the floor dirt, giving the room a cramped, dirty appearance only intensified by the dim vestiges of sunlight shining in the barn windows and through the hatch.

The boxes scattered around the room proved useful to the six, who used them as crude chairs as they contemplated their situation and all possible escapes.

J.D sat against the far right wall, furthest from the stairs as he injected himself with the anti-virus. Rain sat at his feet, leaning against his knees, her eyes closed and expression exhausted.

Matt turned his attention to Kaplan, who sat on one box, leaning against the wall, his legs propped up on another. His face was pale and clammy, his eyes closed; he looked to be in bad shape and Matt stared at him worriedly before turning to Michael, opening his mouth to ask him what he should do—

And stopped. Michael looked even worse than Kaplan, if that were possible; his eyes were huge in his pale face and he trembled where he sat, staring straight ahead into emptiness.

Matt shook back his growing feeling of annoyance at Michael's inability to cope and moved slightly to get his attention. "Michael?"

He didn't answer, his gaze fixed straight ahead, eyes glassy.

Matt sighed, tried again. "Michael, Kaplan looks bad, is there anything-"

A glance from Alice made him stop, closing his mouth and looking away. After a moment, he grabbed a blanket out of the bag, spreading it over Kaplan as well as he could.

It wasn't surprising to anyone that it was Alice who finally figured out what was wrong with Michael; that it went further than simple fear or denial.

It was Alice who finally realized that Michael's glassy eyes, his trembling and silence, were symptoms not only of shock, but of grief.

She moved forward slowly to sit next to him on the wide rectangular box, Matt and the others watching in silence.

Nothing was said; Alice only put her arm around him, a gesture of friendly comfort and support, and as if a dam had been broken, Michael burst into tears.

They were all surprised, to put it mildly- until Michael, wiping away his tears with closed fists, his glasses askew, choked out, "She was my sister."

y

The silence that had descended upon the group after Michael's confession was overwhelming, broken only by the sounds of the zombies as they stumbled over the barn floor.

Michael had stopped crying, his outburst sudden but ended almost immediately. He sat near Alice still, his expression tired, but resigned.

Kaplan had fallen back into unconsciousness and Rain and J.D sat in their earlier positions, engaged in a silent game of rock-paper-scissors.

The only person who remained completely against their apparent fate was Matt.

He paced around the tiny room, slight bursts of anger and resentment exploding inside of him as he took in his comrade's tired expressions.

He refused to belief that they could possibly be stuck in the tiny room forever, or until they were willing to risk the zombies still above them.

The rage choked him as it grew inside him, his heart clenching, vision reddening—

And he finally lashed out, slamming his fist into the wall next to him—

Which crumbled, falling into chunks of mock plaster and dust, giving way to a yawning opening.

They all stood, moving forward as Matt glanced inside the newfound entrance, his sudden, almost terrifying rage forgotten in the new discovery.

The opening led to a tunnel, which stretched out for what had to be over a mile from what they could see in the dim light. The walls were metal, dank and dripping, grease puddles frequenting the floors—

But still, it was an exit. A way out.

"Michael, help me with Kaplan," Matt said softly. "We'll leave through here."

His statement was met with nods and murmurs of agreement as they began to pack up, moving towards the exit.

As Matt moved towards Kaplan, the knapsack thrown over his shoulder, he didn't miss the worried look Alice sent his way.

y

The catacombs the six had wandered into were dark and filthy, greasy water rising up to their ankles and dripping down the walls.

It had been nearly two hours since Matt had stumbled upon the apparent sewage system, and although the tunnels had widened significantly, the low ceiling forced Matt and J.D into stooped positions as they wandered through the sludge.

Rain's head was bent forward as well as J.D carried her in an easy piggy-back position, making it look as if she'd simply fallen asleep on his shoulder.

Michael and Matt again carried Kaplan as they walked behind the two, the knapsack still over Matt's shoulders.

Alice again led the way, automatic rifle ready in her hands as she sloshed through the muddy water.

She'd worried, earlier, about the risk of drowning when the water had first started rising forty five minutes earlier. At the time, the possibility of water overfilling the tunnels and submerging the six had seemed far more likely as it steadily rose, giving Alice's sleep-starved brain far more to worry about. But the water had finally hit it's highest point a quarter of an hour ago, eliminating any immediate danger.

She was at the front of the group again, leading the way, and for a moment she wondered at their easy acceptance of her common leadership.

Back in the Hive, it'd been her and Matt in the end who'd been leading the way. Rain had been absolutely exhausted, the virus's effects taking place immediately, and, lost in the aftereffects of J.D's death, had been only too happy to step back and allow them to lead for awhile.

And Kaplan... Kaplan had never been a leader. He'd always seemed perfectly willing to follow the rest. Michael was the same, quiet and shy. Alice still didn't know him very well, but she didn't need to to understand that it was simply part of his nature.

J.D, she knew, ordinarily would have taken charge of their little group by now. But in light of Rain's condition, he'd been spending all his time watching over her like a worried hen. It was sweet, but entirely unsurprising to Alice- J.D had always had a very caring side to him.

What was surprising to Alice was the fact that Rain, stubborn as she was, allowed him to dote on her in such a way.

But either way, neither seemed interested in taking control of their little group of ex-S.W.A.T. members and civilians.

Which left Alice and Matt.

Except Matt now was different, angering quickly, intense and almost frightening at times. There were still moments when he would be the same sweet, controlled person she'd known in the Hive- but those moments would vanish as soon as his sense of peace or security did.

Alice couldn't help but wonder why he had changed so much. What Umbrella had done to affect him in such a way.

The extra set of footsteps made her stop.

She turned to face the others, who stared at her questioningly, wondering what she was listening for—

And the footsteps became apparent to them as well as they quickened in pace.

"Could it just be another survivor, maybe?" Michael suggested.

"Listen," J.D said authoritatively, shushing him. Looking more closely, Alice realized Rain _was_ asleep on his shoulder, a mimicry of Kaplan, who slept stretched out between Matt and Michael.

The footsteps came closer, now at a running pace, and they were able to hear the monster as it ran through the water-logged tunnels.

It hissed as it ran.

"I heard that," Matt whispered. "At Umbrella."

His eye's met Alice's, and she was relieved to see only fear and not anger in them.

"J.D?" She asked quietly. "Do you know if there's an exit down here?"

He shrugged. "No idea. I think... it might come to an exit, an escape hatch or something."

She nodded. "Let's go."

And they turned and ran, Alice letting herself fall behind the rest, automatic rifle ready in her hands as she followed.

The tunnels seemed to go on forever as they raced through them, wet sweatpants forgotten as they splashed through the dirty puddles. They were all to aware of how quickly the footsteps were loudening, how quickly the monster was approaching—

And the tunnel had darkened, was pitch black now; before, sunlight had shone in dimly through some sort of dim lighting in the tunnels, lighting which had somehow vanished.

They ran blindly, hands in front of them to stop them from running into anything. The darkness was comforting and fearful at once, making them all to aware of the fact that they wouldn't be able to see the monster if it somehow snuck up on them- but it also gave them cover of sorts, something to hide behind as they ran through the catacombs.

The hissing had become louder.

Alice realized it suddenly with a sinking heart, realizing how close the monster must be now if she could hear it so well; it couldn't be less than a tunnel or two away now, if they couldn't find an exit they were lost, absolutely _trapped_ down here, facing inevitable death—

And J.D let out a shout of pain as he ran straight into the metal grating, his hands on the walls rather than out in front of him.

The others halted automatically, crowding around him and Rain, Matt letting Kaplan's legs down lightly as he stepped forward where Alice stood in front of the grating they'd found, running her hands over it's edges.

"There's an opening in there," she whispered, looking at Matt. "I can see sunlight."

Matt looked, realized she was right; it must be midday already, by the way the slight rays of sunlight shone into the room blocked by the grating.

The monster's footsteps were deafening as it ran into the last tunnel between them.

"Where's the entrance?" Matt asked brusquely, stepping in front of her and resuming her search.

She shook her head. "There isn't one. It's bolted down."

Her eyes were wide, fearful, expression matched by the rest of them as they realized what that meant.

"Use your key," J.D told Matt hoarsely. "What you used to pick the lock at the house."

He shook his head grimly. "It'd take too long."

The corridor began to shake with the intensity of the thing's footsteps, and they all turned, staring into the blackness—

And Matt reached forward, gripping the grating in both hands—

And ripped it off the wall in one steady pull.

He let it fall to the ground as Alice stared at him, expression shocked, asking, "Matt, how did you-"

"No time," he told her, shoving her forward into the gaping hole left. He followed,

grabbing Kaplan as Michael passed him over before clambering in himself, followed by J.D, still carrying Rain.

They hurried through the small tunnel it led them into, following it into another—

And then took a turn and crashed into a tiny cell.

A dead end.

They scanned the perimeter quickly- it was a tiny room, barely big enough for them all to squeeze into—

But what caught there eye immediately was the slim ladder which stood in the middle of the room stretching up into the ceiling, into salvation- where there was a manhole cover, the sunlight shining in through it's small round holes.

They all jumped as a crash ensued as the monster slammed into the broken grating.

"That mesh won't hold," Alice pointed out, expression grim.

And then they were climbing, Alice standing in front of them with the rifle as Michael started up the ladder first, J.D, with Rain still clinging to his back, inches behind.

Matt started up the ladder next, his arm clasped around Kaplan's waist, the other on the ladder, and Alice watched carefully, worried he wouldn't be able to handle the weight—

And the weight of the knapsack, which, she realized too late, someone else should have carried instead

She waited until they were halfway up the ladder—

And then the shriek of straining metal echoed in her ears as the monster ripped the grating off the walls, pounding into the tunnel.

She was halfway up the ladder in an instant, adrenaline pushing her faster than ever before.

She heard the thundering of footsteps and the cavern shook underneath her as the monster bounded into the small room—

And she was caught by surprise as a small, thin object, slammed into her eye, blinking automatically but retaining her grip on the ladder rungs.

She didn't bother to look and see what it was- they wouldn't be able to get it back anyway- and scrambled the rest of the way up the ladder, waiting as patiently as was humanly possible as Matt passed Kaplan up to Michael and J.D before climbing out himself, the weight of the rifle heavy around her neck where it hung on the sling.

As she finally pulled herself out of the tunnel, taking Matt's outstretched hand, she risked a glance back into the tunnel.

The monster was hidden by darkness again, but she could see it's shadow as it stared up at them murderously, the evil glint in it's eyes obvious even from where they stood.

As J.D slammed the manhole cover back over the opening, Matt holding Rain and Michael holding onto Kaplan, they could still hear it hissing.

Out of immediate danger, they finally took the opportunity to look around their new surroundings, Alice realizing immediately where they were.

Raccoon Forest.

y

There was a short debate of where they should go- the forest was, quite arguably, far more dangerous than the sewers had been, but in their current situation, they had no choice but to risk it.

Neither of them had any particular outdoor training, nor did they know the forest well, a lack of knowledge which had resulted in another debate of exactly where they should go.

They had finally decided to just walk blind, hoping they would come across an exit from the forest or a path of some sort.

Alice and Matt led the way again, him and Michael still carrying Kaplan as J.D carried Rain.

The sun beat on their backs, high already in the bright sky- and despite the heat, despite their parched throats, they were glad for it.

No matter what diseases were released, what viruses escaped from Umbrella, they couldn't wipe out the sun, or the trees, or any other part of nature.

Birds still sang, small animals still ran through the forest, apparently safe from the already widespread virus, reminding them all of a world they'd known before Umbrella.

Nobody had a watch, but by the position of the sun, Michael guessed it had to be noon already by the time they reached the huge clearing, a mile of fresh green grass opening suddenly in the middle of the forest.

It was completely empty, completely barren, the grass and trees bent as if a plane had landed there in the last few days.

It should have been a beautiful place- flowers still grew over the edges of it, the green grass, despite it's flat spots, was fresh and healthy in the sun. But there was a layer of darkness over it, one that somehow wiped all vestiges of calm or beauty it might have had.

There was nothing seen to suggest the darkness; it was only the atmosphere that was heavy with it, with the somehow unarguable knowledge that something wrong had been done here.

It chilled Michael as the group halted in front of it, staring out over it. He adjusted Kaplan's weight where he held him under his shoulders.

"Should we try going through here?" Alice asked, looking at Matt.

"I don't want to."

The words were out before Michael could stop them, and he flushed as they turned to look at him. "I just- it feels bad here. Something's wrong."

He felt stupid, expecting them to mock him for his fear- but they only nodded, looking understanding and thoughtful.

"No noise," J.D said suddenly.

They turned to look at him, and as he did, Michael realized what he meant.

"No more birds, no movement at all," he said quietly.

The sun still shone in the sky, but it felt eerie now, as if it's bright light mocked them in their own darkness.

Movement across the clearing caught their eye, and they all turned and looked as the bushes parted slowly, steadily.

They stood where they were, covered slightly by the trees' shade.

And a grizzly bear lumbered into the clearing.

Michael wanted to be relieved- it was just a bear, in it's natural habitat, it wasn't it's fault the clearing felt so haunted—

But then the bear looked up.

Looked _at_ them.

It's eyes were red.

And they turned and ran to the left, the bear hurtling for them, and Michael heard panicked shouts to run for water, wondering where they were coming from before understanding they were coming from him.

Kaplan bounced as him and Matt ran forward with him, and he let a moment of sympathy go by for Kaplan, who's broken leg would never even begin to heal if they kept running around like this—

And the moment vanished as they crashed through the final trees, narrowing, thinning out as they ran—

Into another clearing. A dead end, a top leading to a gorge.

The ravine itself was muddy, dirty- but, as he looked down, he was relieved to see a river.

He'd gotten his water, at least.

Michael looked at Matt, at J.D and Rain, and then at Alice, and said, "We have to get down there."

They stared at him incredulously—

But then the bear burst through the trees, running for them, and they threw themselves over the edge.

The gorge wasn't nearly as deep as it looked, but the steep hillside was rock and they slammed into it as they flew down the hill, feeling more like a small mountain to Michael—

And then he smashed to the bottom, falling into the rocky shore of the river. He took a quick check around him, looking for the others- Matt held Kaplan, was pulling him into the water, Alice following behind, J.D staggering in, holding Rain in his arms—

And he crashed into the water, following them without further ado as the bear finished it's lumbering, but still far more graceful descent down the ravine.

They waded out as deep as they could go, the water up to Michael's neck, Matt and J.D holding Kaplan and Rain, the shortest of the six, above the water.

The bear wandered down the shore, and Michael remembered suddenly that grizzlies could swim, swim better than humans, and held his breath as the bear pawed at the water—

And tore itself back with a throaty roar of pain, falling onto the ground on it's butt- a completely un-bear like movement that would have been funny had Michael not been standing inches away from it—

And then, as the six soaked adults watched in disbelief, it turned and lumbered away.

End

As always, please review!


	6. Chapter Five: Reaching To Salvation

Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Please! I live and breathe reviews! Flames, as long as their explanatory, are fine.

Author's Notes: Again, a thousand thanks to Gabzilla and Jano for their reviews! Sorry this was updated later than usual; instead of posting this chapter after I was finished it, I moved on to write the last two chapters of "Fading Away" before posting it, in order to give myself some more planning time for the second part of this trilogy, "Into the Light".

Updates now will occur every second Friday.

Par usual... "y"s for spaces. LOL.

**Fading Away**

Chapter Five: Reaching to Salvation

Rain was jolted awake as J.D shifted, pulling her up higher on his back before gripping her thighs again and continuing their slow, steady walk.

She shifted forward, looking over J.D's shoulder to check the time on the worn leather watch she wore on her left wrist.

It was past one o'clock already.

They had been wandering through the river for over an hour since their run in with the bear. Both Matt and Alice had figured it was their safest bet, and Michael had mentioned that rivers generally opened up to wider lakes and more civilization- so there they were, wandering through water that had to be barely above freezing, cold and exhausted.

Her clothes were wet and sticky and a breeze had started up in the hour she'd been sleeping, cutting through her clothing like knives. She could feel J.D shivering, realized that she was shivering too and moved closer almost unconsciously, as if the action would generate some newfound warmth.

The once warm sun was absolutely useless to them now, blocked by clouds and rendered cold by the wind- but, as Michael had so adequately pointed out, at least it wasn't raining.

Their march was a silent one as they crept down the shimmering river, the water up to their knees- every so often, a bush would rustle, a tree branch would snap, and as if a command had been made, the six would rush into the middle of the river again, letting the water rise up to their shoulders.

But for the most part, all was quiet.

Rain shuffled again, bored, and was rewarded with another annoyed sigh from J.D. She grinned, amused despite herself.

Ever since she could remember, she was always the one running around, driving him absolutely insane. Neither of them were particularly stable or lazy, but of the two of them, it was Rain who couldn't be trusted to sit quietly in the same room for over five minutes.

It was, ironically enough, that same restlessness which had led to her meeting J.D in the first place.

Her childhood hadn't exactly been easy, being passed from foster home to foster home; and she let the stress out the only way she knew how to- through violence.

By the time she was finally expelled in her senior year of high school, she had been involved in nine fights, seven of which she initiated.

Really, it was surprising her principal had waited so fucking long to finally expel her.

It was breaking Tony's arm, though, that finally did it.

Tony's dad was rich, and despite her arguments that he had started it, him and his two fucking cronies waiting for her after school, he was determined to get revenge for the abuse of his precious son.

And that was how the authorities got involved.

In the end, she was given two choices: apologize to Tony, pay the hospital bill, and spend six months doing volunteer work at his father's company—

Or she could spend a year volunteering at the Raccoon City branch of Umbrella Corporation.

Always stubborn, the thought of apologizing to Tony and his dickhead father completely impossible to her, she chose the second.

To their credit, Umbrella didn't waste time trying to teach her to do receptionist duty, to wash the floors, to accompany privileged members like their little lapdog.

No, they took one look at her record and put her up to train with Raccoon City's Umbrella S.W.A.T. team.

They figured that the trials and training would be too much for her, that in less than a month she'd be exhausted and sick of it, perfectly willing to work at a boring desk job in one of the offices.

And for awhile, they were right. She was put with Spence as her superior officer who, she quickly found out, found her sarcastic demeanor neither amusing, nor endearing.

So her made her do menial jobs instead of any sort of routine, sweeping the floors, cleaning the windows, carrying around his water bottle and towels, anything he needed done.

He'd made her into fucking Cinderella.

Which, she knew, was allowed. It's not as if she was there for fun.

And anyways, it was worth it for the admittance into the police gym it allowed her. When she was finished, when Spence left for a few minutes, she'd go take out her anger on the punching bag, even jumping into the ring to spar occasionally.

It was One who finally realized her potential and set her up with an actual daily training course, replacing Spence with J.D, who'd graduated into S.W.A.T. six months earlier, as her superior officer.

From then on, volunteering had been like a nonstop party. Despite a few early skirmishes with J.D, the two of them were actually quite similar, and besides the constant competition between the two, they'd actually gotten along quite well. She'd actually become friends with J.D, grown closer to him than she'd ever been to anyone in her life—

And it was him who eventually convinced her to join Umbrella permanently. Despite being only 20 years old- she was only 21 now- she had J.D's support, and she had One's support- and the only person who was really against it was Spence.

Rain was brought out of her thoughts as another crack resounded through the woods near the river bank where they stood and everyone went rushing into the middle of the river again.

She bit back a shout of surprise when the water closed over her shoulders- it was _cold_, colder than it had been before anyway, and it permeated her nearly dry clothes like ice.

They stood there for a moment, staring out at the riverside; and then walked back to it, striding along again as if nothing had happened.

J.D's shirt was surprisingly warm, and Rain buried her face into his shoulder. She was absolutely exhausted again, and, much as she hated it, couldn't keep her eyes open.

It was weird that J.D was back. That he had been brought back from the dead. And despite the happiness she'd felt when she'd seen him again- after the shock had dissipated, anyway- sometimes she couldn't bring her mind to accept that he had actually died, had actually become the empty monster that'd left the scar across her throat.

But she didn't care as her eyes fell closed, her head sinking into the warm fabric. She didn't care how weird it was that J.D was back, that sometimes it was impossible for her to understand how he'd been brought back.

She was just happy he was back.

Because no matter how badly Raccoon fell apart, no matter how far the virus spread, it still felt as if nothing had changed.

y

It was evening by the time they finally waded their way into the long awaited lake at the end of the river.

It was wide, shaped almost like a figure eight, the shores stretching up and over high, grassy hills.

The sun had fallen to the west of the hemisphere, casting a sunset of pink and gold over the water that would have been considered beautiful at any other time- but now it only made the wind colder as it swept over them.

Alice waded out first, careful to keep to the edge of the lake.

It seemed somehow familiar to her. The lake's figure eight shape, the daisies growing on the west bank, the sunset's reflection on the lake. It was as if she'd been there before.

She wondered if she had. Her memory, for the most part, had come back to her already, but there were still blank spots, empty holes scattered throughout her mind.

Reaching the left bank, she climbed shakily onto rocky ground, feeling as if an Umbrella monster would somehow rush at her from over the hilltop now that she was out of the water.

The others followed, looking as tired and bedraggled as she felt. Kaplan was unconscious where he lay between Matt and Michael, his expression peaceful for the first time in what felt like days. She was surprised that the icy water hadn't woken him up when they'd waded out to the middle of the river.

Rain was asleep too, dozing quietly, her head on J.D's shoulder. She, unlike Kaplan, had reawaken every time they ran back into the water, resulting in her own shout of surprise and J.D's answering laughter.

The two fit well together, J.D's easy nature complimenting Rain's more closed off character and creating an almost comical pair. They were like- like Tweedledee and Tweedledum in a way, both entertaining and aggravating with their constant quips and easy bravado.

They were all like characters from Alice In Wonderland, really. She of course would be Alice- not only did their names match, but it was she who had fallen into the rabbit hole of the Hive, into a world she no longer knew or understood with her memory completely lost.

Always worried about time, always jumpy bordering on nervous, Kaplan made a perfect white Rabbit- and who would Matt be?

Maybe the caterpillar. They were both sort of a mystery to her- with Matt, she could never tell what he was thinking until her told her.

And then of course there was Michael, who she couldn't help but think would make a perfect... rabbit. Not the white one though, but the one paired with the Mad Hatter...

She gave up on the search for his name. It didn't really matter anyways, was just amusing to her.

Light footsteps announced Matt's presence as he stepped up next to her, Kaplan's legs still under his arms. She smiled at him, still thinking about the Alice in Wonderland analogy.

He returned the smile, looking slightly confused at her sudden happiness- she considered briefly telling him her thoughts, but decided not to bother. There would always be time later.

Instead she noted, "No more forestry."

"Yeah." He paused. "Do you think there might be another farmhouse up here?"

She shook her head. "No. It feels-" She turned to look at him fully, feeling stupid despite herself. "Like I've been here before. You know?"

He nodded. "Yeah. I think-" He hesitated. "I think we're near the Spencer mansion."

"Can we move?"

Alice turned to look at Rain, grinning despite herself. The petite brunette was awake, a cranky expression spread over her face, matching J.D as if the two were twins.

She turned to Matt, who nodded. "Yeah. We'd better see what's up there, anyway."

He started climbing up the hill, the rest following behind him in a more or less even line.

The hill wasn't slippery, nor was it particularly steep, but with the exhausted adults carrying two casualties, it took awhile to make it to the top.

None of them expected what they saw- none of them expected anything, really, besides just more forestry or another clearing.

Instead they trudged onto the grassy plain stretching on for miles around them—

And instantly saw the beautiful mansion set in the center of it, it's gothic architecture still grand despite the damage it had endured. The light's were off, the high windows still shattered, but it was instantly recognizable to all present.

Alice turned to Matt, asking in surprise, "How did you know?"

They were standing in front of the Spencer Mansion.

y

They had spent over an hour sitting on the shore of the lake, staring out over the water as the sun fell behind the horizon, casting shadows over the lake and six adults sitting by it.

Nobody spoke; it was as if they were all in some silent agreement not to, each person instead running through their own ideas of what they could do, where they could go.

It was Alice who finally broke the silence.

"I think we should go in."

Matt turned to look at her, feeling shocked. "Inside the Spencer Mansion?"

She stared at him, as if gauging his possible reaction, and then nodded. "Yeah."

"Are you insane?" It was J.D who had spoken now, straightening up where he lay stretched out over the rocky shore, the perfect picture of laziness. "The place is probably crawling with Umbrella's freaky mutations."

Alice nodded. "I know."

Not only Matt and J.D, but Rain and Michael and Kaplan as well opened their mouths to protest this time, but she interrupted them first.

"There's a safe house under the library in there, stocked with medicines, weapons, food, water- everything. We could stay there for awhile, get our bearings, let Kaplan and Rain relax for awhile." She paused for a moment, and then added softly, "It's worth the risk."

Matt looked around the group, trying to decipher their expressions. Michael looked convinced. Kaplan looked worried, but convinced as well. J.D looked skeptical. And Rain... Rain looked as if she didn't particularly care.

"How well-protected is it?"

"It has two different codes; Spence and I were the only ones with access to them." She paused, hesitating. "And the codes- besides opening the entrance to the safe rooms, they also reinforce each door, each window with plated steel, making it impossible for anything to get in."

J.D asked the next question, his expression still skeptical. "Wouldn't Umbrella have already figured out the code and deactivated the house reinforcements?"

Alice shook her head. "No. It's not possible. To do that, they'd have to open every single door manually; each door opens to a different code. If anything, they probably just entered through the broken windows in the entrance hall and entered the Hive through the elevator before the alarm system was activated."

J.D nodded. His expression looked convinced now, bordering even on triumphant at their discovery of the safe house, and looking around, Matt realized the expression was echoed on all of their faces.

It was, he had to admit, a sound plan.

And yet he couldn't shake the feeling that somehow it was wrong, that they shouldn't go back into the mansion.

He searched his head for the only available argument he could find. "What if they've changed the codes?"

Alice shook her head again. "Manual figuration of the code was made to be literally impossible- unless Spence or I tell someone the code ourselves, nobody can open those doors."

They were all looking at him now, waiting for him to either accept the plan or reject it outright, and he finally quit racking his head for an excuse, bringing it out into the open.

"I don't like this."

Alice didn't say anything, only waited patiently for him to continue, as if she knew what he was going to say. For some reason, the calmness of her expression angered him, and he bit down on his lip to avoid saying anything he'd regret.

"I don't know." He said. "What if the codes _are_ different? What if we get trapped in one of Umbrella's efficiently sealed rooms with one of their mutations? There's just too many things that could go wrong with this scenario."

Alice nodded. "Matt, I know it's risky, but where else can we go?"

He had no answer to her question, and looked away. "It doesn't matter. Just not here."

There was a short silence, broken when J.D said quietly, "So we vote."

They turned to look at him, surprised, and he shrugged. "We've got to make a decision, right? So... we vote. I'm for it."

Alice nodded. "Me too."

Their sentiments were echoed by Kaplan, by Michael- even by Rain, who at some point had decided to take an active interest in the conversation.

Which left Matt the odd one out.

"Fine," he said finally, resigned. "Whatever."

y

It was a short trek up the hill and over the grassy plains.

Alice and Matt led the way, him and Michael still carrying Kaplan, J.D still carrying Rain. They held two of three of the rifles, Matt ready to drop Kaplan's legs at any given time. J.D held the other one, strung around his neck on the sling.

They had formulated a loose plan of entrance- if anything attacked, Matt and J.D would drop their respective impediments and move forward with Alice to meet the thing head on while Michael got Rain and Kaplan, somehow, to safety.

Or, as Rain so adequately had put it: "If anything moves, shoot it."

Despite the somewhat exasperating sarcasm of the words, as Michael thought over the words in his head, he realized how true they really were.

After all, how was he expected, should the situation arise, to get both Kaplan and Rain to safety? Rain could hobble, sure, but there's no way she could even walk properly, let alone run—

And anyway, Alice was the only one who knew the password.

So really, the "plan" was pretty much useless.

They knew that though. Not only Michael, but everyone knew their plan was pretty much all bravado.

But it didn't matter. Whatever got them through the house, got them through the house.

And it wasn't as if he could complain, anyway. They all had more experience then him, they knew what they were doing.

He couldn't help but shiver as they reached the heavy mahogany doors creating the entrance to the mansion. Evil had dawned here, he could feel it- and he expected something to come crashing through the doors at any minute.

Alice punched a few numbers on the alarm system near the front door, and the doors both clicked.

She moved back, glanced at Matt warily, who dropped Kaplan's legs. And then, perfectly in tune, both kicked in their respective doors and jumped forward into the house, scanning it quickly, rifles at the ready—

And stopped. They exchanged another look, this one of confusion- and then gestured at Michael and J.D to follow as Matt reached back, lifting Kaplan's legs again.

"Why isn't there anything in here?" Michael whispered to them. He winced as the whisper echoed in the massive room they stood in.

"I don't know," Alice said, her tone worried. She looked around the room again, as if she had missed something, and Michael took the opportunity to do the same.

The room they were in was imposing, somehow both grand and intimidating to Michael. The marble flooring continued through the hall, it's coldness perfectly echoed by the pale blue curtains covering the floor to ceiling windows—

Which, Michael realized, looking more closely, _were_ plated with a heavy steel.

At least Alice had been right about that.

The room was almost completely devoid of any furniture, save a plushy loveseat and small end table, and Alice's search behind the furniture ended quickly. She exchanged another look with Matt, this one of complete bewilderment, and then whispered, "We'd better keep going."

They advanced through the marble hall slowly, quietly, not speaking. Their whispers carried in the cold hallway and they were too busy listening for other entities to bother speaking.

The next set of doors they reached at the end of the hall were a step down from the ones leading to the entrance hall, made not in the rich mahogany wood, but a cheap oak blend instead.

Alice repeated her former actions, typing the code into the keypad and waiting for the click. Matt dropped Kaplan's legs again as it resounded through the silent room, holding his rifle at the ready—

And both kicked in their respective doors, jogging inside, scanning the perimeter—

And saw nothing.

Again.

Michael could tell by the confusion on their faces, by the frustration on Matt's, and entered silently as Matt lifted Kaplan's legs again.

"I don't understand," Alice whispered silently.

Matt shook his head, looking grim. "They're probably converged somewhere."

"No," Alice told him. "Look at the room."

They did. It was a beautiful room, a small sitting room decorated in pale lilacs and blues, the soft couches and lacy tablecloths both inviting and exquisite.

The main table, the small rounded one, was set for tea, the cups still placed carefully in their respective places.

"Nothing's changed. Nothing's been in here."

She stared at Matt. "The entrance to the Hive is on the other side of the mansion... do you think- maybe they couldn't make it all the way to here."

Matt shrugged. "I don't know." He looked at her, looked back at all of them. "Stay ready."

And they did, falling into position as they continued the same routine through another room, another after that, Alice typing in the code, her and Matt bursting through the doors, imitating their own confused expressions as they continued to exchange looks at each empty room.

They continued through each room the same way, passing by untouched crystal, gorgeous china patterns, plushy couches and chairs and heavy velvet curtains.

They had made it past over ten rooms and were nearly to the library, still wandering in unbroken silence, when they finally realized that nothing was going to attack them.

The mansion was completely empty.

y

The trip that had began in total silence ended it total silence when they finally reached the small entrance room to the safe house.

It wasn't in the library, but in the room directly next to it; a tiny room, the flooring a massive chessboard, completely windowless.

A deep red tapestry hung against one wall, painted on it a vivid image of a dying tree.

It's leaves were a dark red, the color almost of dried blood, a sharp color against the bright red of it's background. It seemed to reach up towards the ceiling, it's branches brushing the top of the tapestry as if reaching for some sort of life-giving miracle, some sort of salvation which would never come.

As Alice gazed at the tapestry, she remembered the day when Spence had insisted on buying it to cover up the keypad. "It's too obvious," he had insisted, and she had agreed, thought it even a good idea.

But she had been creeped out by the melancholy tapestry he'd chosen, by the icon of death he felt suited the entrance to their safe house.

But now, as she gazed at the tree, she was able to understand the symbolism, the outcome of such a movement. All six of them were hoping only for that salvation- and chances of it coming were fading away with each passing day.

Her expression, the exhaustion, the worry, the hopelessness that was beginning to reign over all other emotions was echoed by that of those around her. They were all holding on by barely a thread.

And holding onto what? They had no objective, no goal- all they were attempting to do was to survive, fading into the driven unconsciousness of such a desire.

She shook aside the thoughts, not wanting to depress herself further, and moved aside the velvet tapestry to reveal the gleaming keypad. Matt held it for her as she typed in the six number code.

They all stepped back as the floor underneath them slid back slowly, giving way to a wide entranceway.

The banister-edged staircase appeared slowly to their eyes as they adjusted to the darkness, spiraling down into the ground.

Matt pulled the knapsack off his shoulders, dropping it to the ground as Alice stepped onto the stairs—

And lights flashed on, exposing what looked like at their height a cavern of rooms.

"Automated," Alice said with a small smile to Matt, answering his unasked question as he climbed onto the staircase with Kaplan and Michael, J.D and Rain following behind the four as they slowly descended the wide staircase.

Alice slid the door shut as they reached the bottom, reaching over and tapping the bottom stair twice with her toe.

She hid a smile as the rest of her friends stared around the house, their expressions shocked, mouths agape. By the term "safe house", they'd been, most likely, expecting some ramshackle house, a bomb shelter, perhaps.

What they'd stepped into was merely a small mansion.

There were less rooms, but the ones there were big and decorated beautifully with soft, expensive carpets, matching bedspreads and sofas with delicate gold accents.

The entrance room they were in led to a kitchen and dining room on their left, a living room directly ahead of them, a massive storage closet behind them and two grand bedrooms to their right, connected by a large bathroom complete with a shower and a sunken tub.

It was, like the mansion itself, exquisite, even despite the lack of sunlight or fresh air. Spence would have it no other way.

She scowled slightly to herself. She didn't want to think of Spence, of what they'd had- they had never been close, but she'd never pegged him as the sort of coward who'd sell them all out for profit.

Her former "husband" was dead, and that's all there was to it.

They were still alive, and as Alice looked at the five people gathered around her, she realized their frustrated, exhausted expressions had given way to ones of surprise, of wary contentment.

For better or for worse, this was their home for the next few weeks.

At least they'd be able to sleep for once.

End of Chapter


	7. Chapter Six: The White Rabbit's Sacrific...

Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters. Also... watch the RE commentary and you'll find a little snippet of conversation from this chapter. LOL. Which, of course, thus belongs to the actors, producer and director.

Feedback: Please! I live and breathe reviews! Flames, as long as their explanatory, are fine.

Author's Notes: Again, a thousand thanks to everyone for their reviews! My apologies, as I'm uploading these final three chapters of "Fading Away" before posting each one every week or second week and thus have no idea who's reviewing- so I can't list names as I usually do!

"Y" for spaces...This chapter is long... an early make-up for the next, which I think will be rather short in comparison!

I must say, you people are going to want to stone me after reading this chapter. LOL. Three weeks, almost a month of no updates and then this? LOL! But it had to be done, and I do apologize.

Again, thank you for reading.

****

**Fading Away**

Chapter Six: The White Rabbit's Sacrifice

They had been in the safe house for over two weeks now.

In those two weeks, things had changed. _People_ had changed, and whether it was for better or worse, Kaplan didn't know.

The silence, the utter monotony of their daily routines weighed heavily on all of them, and over the last two weeks, each person had found different ways to deal with it.

Michael had been quiet, even utterly silent at times. Firmly believing that he "wasn't part of the group anyways", he used this excuse to hide away in the room him and Kaplan shared, reading and writing to pass the time.

J.D had been his usual self, cocky and laid back, at times almost irritatingly so.

And Alice, for once, had been surprisingly cheerful.

Kaplan's own sudden recovery, he knew, had been a partial cause to it. To the surprise of everyone, the bed-rest and simple anti-biotics he'd been taking had worked amazingly well, not only slowing, but stopping the infection from spreading throughout his leg.

Always rational, Michael had warned Kaplan not to get too excited, that the infection could kick back in any day without the slightest of warnings.

But it was hard to care when finally, for once, Kaplan was actually coherent, actually _awake_ all day like a normal human being.

And everyone shared his happiness at his recovery- even Rain.

Rain had been bored ever since they'd arrived here. And now, fully recovered, she'd grown particularly antagonistic, stomping around the house and venting her boredom and frustration through accusations and complaints.

Over time, each adult had developed their own way of dealing with her. Michael would leave the room immediately, leaving Alice to either ignore Rain or change the subject.

And J.D, in his own characteristic way, had developed his own method of dealing with the ever-cranky Rain. Whenever she complained or lashed out at him, he'd respond in kind, making fun of her in the teasing, slightly mocking way she would only accept from him.

All tactics worked well with Rain- after a moment of silence or ignorance, she'd become exasperated with their lack of reaction and either find someone else to terrorize or give up completely.

The only tactic that ever backfired was J.D's- whenever Rain was particularly cranky, she would take far more offense at J.D's words than what was meant and engage herself in an impromptu shouting match. Which was when J.D would resort to either Alice's or Michael's plan of action- changing the subject or ignoring her.

Either way, Rain always stopped shouting.

Eventually.

But out of all the people living in here, the only person she was ever quiet around was him. Kaplan.

Never in a million years would he have expected Rain to spend so much time with him, sitting quietly, reading with him, playing cards or just talking to him. She had always written him off as some boring computer geek, and while she'd never been particularly mean to him, she'd never seemed to much care about what he had to say either.

A lot of the time he thought she hung out with him because he was weaker than her, still bed-ridden and bored most of the time. It wasn't a pity thing- Rain Ocampo had never been about pity. But in a strange way, he thought it comforted her to know that things could be worse, that she could be stuck inside one of the tiny bedrooms all day long, instead of stomping around the house, looking for something to do.

She was never rude to him, never lashed out at him. She teased him a lot of the time, making fun of him for whatever reason she could, but she never complained or whined to him.

He knew that she spent most of her time, when she was with the others, either arguing or yelling at them- but he didn't really mind. None of them did.

For one thing, she didn't mean most of it, was just looking for a way to vent. They knew it as well as she did.

And even if they didn't... it didn't matter. Rain had, would always be, the tempermental one out of the six of them. She would always be the one to have her little outbursts, to shout at someone for no reason, to stop talking to someone simply because she was pissed off at something else entirely.

That was just the way it was. And the others accepted that, as one accepts a tempermental toddler, as a trait both endearing and absolutely exasperating in Rain.

And so it should have been fine, her frequent outbursts and complaints. They should have all been used to it, ignoring it as had become natural to them.

Except Matt had been acting the same way. Angry, snappish- even worse then Rain, in a way. Rain Ocampo could be an absolute bitch when she put her mind to it- but she never meant what she said, and her outbursts were as short as they were sudden.

Matt, on the other hand, had spent each day in a silent rage, snapping at those who tried to talk to him.

It was completely out of his character, but unsurprising to everyone. People reacted in different ways to different things- and the tiny space was obviously getting to Matt, as it'd been affecting everyone.

Out of all the people living in the isolated safe house, Alice was the only one he could stand to spend any time with- and the two spent away most of the days in the room they, Rain, and J.D shared, talking about whatever they talked about.

Kaplan could hear them sometimes- the walls were thin- and Matt was never loud, never snappish around Alice. When the two were together, he was his old self again.

But around everyone else... he was a completely different person.

And so they tiptoed around him. Being as polite as possible, while exchanging as few words as possible.

And it should have been okay. It would have been okay if Rain hadn't been in the exact same mood as Matt, if Rain had been the type to back down instead of starting an argument.

But she wasn't. That's what made her and J.D such a lethal combination- both constantly shot their mouths off, not giving a damn what people thought, and both were entirely incapable of backing down.

And, for some reason, both were entirely too amused by their own wit.

But out of the two, J.D had the reasonability gene that Rain seemed to lack. Even he had been smart enough to keep out of Matt's way for the past week.

But Rain... Rain was only too happy to argue with Matt.

And argue the two did, raising absolute hell it what suddenly seemed a tiny safe house. They fought about anything and everything, from weapons to strategy to what was better, rye bread or plain, the last fight ending in a literal food fight before Alice came in and broke it up.

And that was the other thing. Matt hadn't been only snappish lately, but violent, too, throwing chairs, breaking glasses, smashing whatever was close and available. Alice's intervention in their frequent fights had become not only bothersome to her, but dangerous as well; she was constantly ducking errant glasses, chairs, or magazines, whatever Matt had happened to find at the time.

Bed-ridden, his leg in a splint and cuts stitched up, even Kaplan was all too aware of how quickly their friendship, teammate-ships, whatever relationships they'd had were deteriorating.

He thought about this as he dropped an queen of spades on the pile in front of him.

And as J.D added an ace of hearts to the gradually growing pile, other thoughts of other relationships entered his mind.

And as Alice continued, laying down a two of spades and shoving the pile of cards across the table to J.D, he hesitated only briefly before the words broke out.

"Do either of you-" he stopped, cleared his throat. "I mean, does anyone know what happened to Jessica? Or Amy?"

His daughter, his wife. The two most beautiful girls in the world to him, the loves of his life. Him and Amy had been married for six years... and Jessie would have been three last week.

He had been thinking about them ever since he'd been snatched out of the train, thrown onto the grimy tracks and into completely unconsciousness.

He'd been thinking about it ever since the Umbrella team sent to the Hive had found him there, had been forced to leave him half-dead in the middle of the street to save their own sorry hides.

Ever since he'd opened his eyes again to meet Alice's vivid blue ones, he'd been thinking about them.

And he hadn't asked about them because he feared he already knew the answer. That they, along with the inhabitants of Raccoon City, were gone. Dead.

But a part of him still had to know for sure.

Alice and J.D exchanged awkward looks before both looked at him, sympathy written over their faces.

"We don't know," Alice told him softly. "We haven't- none of us have seen them."

He nodded. "Yeah." Took a deep breath, trying to focus on other things. "What about everyone one else's families?"

"My parents live in Berlin, J.D's aunt and uncle live in New York... Michael's sister and mother are probably dead."

"What about Rain?" he asked. "Is she going to look for her dad?"

J.D snorted. "Stepdad. And are you kidding? She couldn't care less what happens to the abusive bastard."

Alice looked shocked, looking first at Kaplan and then at J.D. "He hit her?"

J.D laughed. It wasn't a happy laugh. "He tried to drown her, actually. And that was after he beat her mother into a fatal miscarriage and beat Rain for about twelve years." He shuffled his cards again, laid down another queen. "So trust me, she doesn't want to find him."

Alice's expression was equal parts shock and sympathy. Kaplan had reacted the same way when Rain had told him over one of their card games- she had mentioned it nonchalantly, but it was obviously upsetting to her- and found hard to believe that that could happen to someone like Rain Ocampo, who was one of the toughest people he knew.

Thinking about Rain's childhood made him think about his own daughter, what she had, could still be going through, and he shook his head slightly, trying to escape the thoughts. Thinking about it wouldn't help, would only make him more depressed- there was nothing more he could do.

Fortunately, his thoughts were interrupted by the shatter of breaking glass. Matt's and Rain's shouts echoed the shatter, and Alice adopted a look of exasperation, staring at the ceiling as if it would somehow answer her unasked questions.

J.D snickered. "Looks like another job for you, Mommy," he said cheerfully, using the nickname Rain, in a fit of exasperated sarcasm, had gifted her with. Occasionally she meant it in a nice way- but most of the time it was a rude protest against her constant role of referee in her and Matt's arguments.

Alice rolled her eyes, a very un-Alice like gesture, and left the room as J.D collected his cards, her cards and Kaplan's, shuffling them together and then dealing them out, starting a new game of War.

y

Red wine seeped over the kitchen floor, sinking through the cracked tile and crevices. It mingled with the shattered remnants of broken glass spread throughout it and as Matt stared at it, he realized suddenly how similar Chantilly #5 looked to blood. They both had the same thickness, the same texture and color. Each had the same black qualities, the same hint of darkness concealed within the bright red.

With some effort, he raised his focus from the stained flooring to Rain, glaring at her as she continued to shout at him. Her face was flushed, her eyes bright, flashing with intensity as they always did when she was mad. With all the fighting they'd done, he'd not only figured out her angry expressions, vulnerable spots and tactics, but had also honed the immensely effective skill of tuning her out completely.

And he needed to sometimes. Because when he listened, it was all too much for him, the rage buzzing inside his head, his hands itching to throw and break not another glass or chair, but Rain herself.

It was too much to handle, listening to her shout at him, all the while trying to control his murderous intentions and unbidden thoughts. Especially when he was so fucking _logical _about it, knowing that, beating Rain by about a foot and seventy pounds, it would be an easy fight, ended quickly with her blood splattered across the floor instead of the wine—

He didn't want to think that way, couldn't let himself think that way, and he shook his head, trying to rid himself of the thoughts—

Which turned out to be a bad idea, because he couldn't ignore Rain anymore as she shouted at him.

"-and you're the one who fucking broke it in the first place! _You're_ the one who keeps starting all the goddamn fights—"

"You know what, Rain?" he bellowed at her in return. "You're the one who doesn't know when to shut her fucking mouth!"

That only fuelled her fire, and he could see her eyes flash, practically hear the words of abuse she opened her mouth to let escape—

But she was interrupted by Alice, who, at some point, had entered the kitchen.

Matt blinked. Had she seen him throw the glass?

He didn't think so. Hopefully not, anyway.

Alice had been worried, nervous about his apparent anger management issues and as a result had been watching him closely lately, despite all his reassurances that he was absolutely fine. Despite the concern he knew was behind her actions, it still pissed him off to no end. He didn't need another person constantly hassling him. Particularly not Alice, who, he sometimes felt, was the only person he could bear to be around for long periods of time.

Looking up, he was slightly reassured to see that the expression on her face was one of exasperation and not worry, and waited silently for her to speak.

"Matt, Rain-" she began. "Look, let's just go sit down or something—"

"We're fine, Alice," Matt grated. "We're just having a conversation."

"Matt, you're not just—"

"Alice, we're fine—"

"Look, you guys, just stop yelling—"

"Just get out!" It was him and Rain that time, both switching their glares from one another to Alice, finally agreeing on _something_ for once—

And Alice finally lost it.

"You know what?" she shouted at them. "I am sick of acting like your goddamn mother! All you ever do is fight, and Kaplan's trying to recover, we're all trying to sleep and you're in here shouting all day and night!"

She paused, took a breath, and as she did, all of the fire in her suddenly seemed to fade. She looked exhausted but thoughtful as she regarded them both closely, standing silently like two little kids caught misbehaving. "You know what?" she said finally. "I can't take this anymore. We need to get out of here."

Matt frowned. "What do you mean?" he asked warily. "Kaplan's still—"

She shook her head. "No. We'll just go into the library, get out of this house for awhile."

Rain was nodding, looking enthusiastic about the idea, and Matt nodded too, somewhat reluctantly.

"Good," Alice said finally.

"I'll go get J.D and Kaplan," Rain volunteered, practically skipping off to the bedroom, looking more cheerful than any of them had seen her in weeks.

_Like some little kid going outside to play,_ Matt thought with a grin, and instantly felt bad about the way he'd been yelling at her, at all of them.

He just- couldn't control his anger anymore. He didn't know why.

At least he hadn't blown up at Alice yet. And he never would.

He'd find a way to control his anger. It was just taking awhile.

They had nothing to worry about.

y

Despite the fact that the coffee was cold, tasteless and weak, for the first time in days- no, _weeks_- Alice was comfortable.

They sat together in the library, which, despite all Umbrella's current activity was still immaculate, beautiful and tranquil.

The room itself was huge, a stretched octagonal shape with wide windows and a massive skylight built into it's roof. It was filled with wall to wall bookshelves stuffed with every book imaginable- her and Spence had both been avid readers- and, set in the middle of the room was a delicate, antique mahogany coffee table and an exquisite set of couches and armchairs. Their creamy, gold-trimmed color was a beautiful compliment to the two classical pillars which flanked the wide double doors they'd used to enter the library.

They only thing in the room belying it's natural beauty was the heavy sheets of metal covering the doors and windows- even the skylight- which blocked out the moonlight, forcing them to rely on lamps instead.

That, and the three assault rifles thrown carelessly over one of the armchairs.

Just in case.

But still, the room was beautiful- and for once, the atmosphere was peaceful, a welcome contrast to the stifled world they'd been living in.

Kaplan lay across one of the couches, looking comfortable and content. Rain was lying across the massive armchair next to him, her legs dangling over one arm. J.D sat on the other arm, his feet propped up on the coffee table.

Alice, Matt, and Michael were squished onto the couch across from them. Despite Michael's protests at coming along, she'd insisted on it, practically forcing him to come along.

He looked comfortable though, sitting where he was- he was just shy, was all.

And young, and inexperienced- but then, Rain was even younger, only 21 to his 23, and it's not as if the rest of them, besides Kaplan, at 32, were much older.

And experience or no experience, he was smart, logical- and strong too.

He had to have been, to have survived seeing his sister after the T-virus had mutilated her.

But he was here, they all were, and despite the fact that they were crammed in so close on the delicate couch she was sitting practically in Matt's lap, she was content.

And, truth be told, she didn't exactly mind Matt's close proximity. The two had grown close in the past two weeks, close enough that she had wondered at times if there was, could be, something more to their relationship than just simple friendship.

But she thought more about Matt himself than what could possibly be growing between them. She worried about his temper, his sudden violence-

She shook the thoughts from her head. She couldn't, _wouldn't_ think about it. Not right now.

Instead she focused one everyone's reactions as she finished revealing her own theory.

For a moment, there was total silence. Then Matt, a small smile on his face, said, "I like it. Especially the Rain being Tweedledum part."

Words they would have expected at the time to be filled with malice were instead spoken in a gently teasing tone.

And Rain, for her part, laughed. "Are you kidding, man? I'm _Tweedledee._"

"_J.D _is Tweedledum," Alice interjected.

"_J.D_ is Tweedledum," Rain finished, as if Alice hadn't spoken.

"Yes, I'm Tweedle_dum_," J.D said with a snicker, emphasizing the last syllable.

"How did you think all this up?" Michael asked, looking curious.

She shrugged. "It just occurred to me, watching Rain and J.D, their resemblance to Tweedledee and Tweedledum... and the rest just followed." She pointed at the table, at the book sitting atop it. "And when I saw Alice In Wonderland on the table, I just remembered it."

Rain looked surprised. "It was just sitting here on the table?"

Alice nodded.

"That's pretty ironic," Michael said. His tone was solemn, and dead serious, as if he was speaking to mourners at a funeral rather than their little group.

Alice grinned, and then suddenly she was laughing, her amusement echoed by the rest of the group.

Michael flushed, but then began to laugh as well. Alice didn't know why they were laughing, didn't care. All she knew was that it felt _good_ to laugh again—

And their laughter was abruptly cut off by the sudden whir of machinery.

They glanced around the room, at one another immediately, searching for the source of the sound—

And then, as the lighting in the room began to brighten slightly, they looked up.

The heavy metal sheeting, previously providing security over the flimsy glass skylight, was slowly sliding back.

Looking around, Alice realized it wasn't just the skylight- the windows, even the doors, were opening too.

And then, with one final thud, it was over.

It was dark outside, nearly midnight. The full moon was bright in the dark sky, it's light echoed by the thousands of tiny stars blinking over the shocked group.

The room was utterly silent as they stared at the ceiling, waiting for something to happen, for some abomination to leap through the glass—

And nothing did.

Matt looked at Alice. "Did you-"

She shook her head. "No." She was surprised to realize she was whispering as she added, "I don't know what happened."

They were silent again, all staring up at the ceiling.

Finally Michael spoke. "I think maybe we should all get back downstairs—"

And then the skylight exploded as the monster crashed inside.

They were on their feet in seconds, Matt and Michael lifting Kaplan, all six of them running for the doors as the monster righted itself and ran after them.

Alice slammed her hand down on the control used to shut the door, praying that it would work, praying that whatever had affected the skylight hadn't affected the doors—

And her prayers were answered as J.D threw himself inside, the three rifles clutched in his arms, the doors slamming and splicing the monster's fingers.

It screamed, a bestial tone somehow familiar to Alice as she ran for the keypad, Matt holding back the curtain for her.

She pounded the code in as the metal covered doors began to shriek, completely unaware of J.D handing a rifle to her and Matt—

_Access Denied._

The words flashed across the screen, Alice staring at them as panic grew inside her.

"What?" she whispered breathlessly, staring at the keyboard.

"Alice?" Matt, sounding concerned. _And, _she couldn't help noticing, _edgy._ As if he was trying to control his anger. "What's going on?"

"I must have typed in the wrong code," she told him, struggling to believe her own words as she typed in the code again, chanting the numbers under her breath. "Two-four-nine-eight-six-seven".

_Please Enter Your Name._

She typed in "Alice Parks", waited. The same fucking message appeared across the screen and she tried again. "Spencer Parks." Nothing.

"I don't understand!" she shouted, slamming her hands down on the keyboard. "Why isn't it working?"

"Try James Stevens," Matt told her, glancing edgily over his shoulder. Sparing a glance, Alice realized the heavy metal door was actually _bending_ inwards even as she began to type in the name, Matt explaining, "It was on the Umbrella security card I found—"

_Processing._

"Oh thank God," Alice whispered, staring at the screen, willing it to hurry.

They didn't have much time.

She could hear the monster hissing as it slammed itself against the door and realized it was the same one that had found them in the pipelines—

And ceased to care as the next words flashed across the screen.

_Please Enter Your Password, James Stevens._

She looked at Matt, who stared at her, eyes wide. "I don't know. I don't know where the card is."

She remembered then, with a sudden thud of fear, the small card, the goddamn _security_ card hitting her face as it flew down into the pipe.

"We have three assault rifles," Matt told her. "We can fight it off—"

She shook her head. "No. We don't have near enough ammunition to take this thing out and Kaplan's in no shape to fight." Turning, she called out to the others, "Let's try the other room—"

And the door flew in, slamming into J.D and knocking him to the ground.

Alice stepped forward, raising the M16, Matt flanking her as the monster stepped into the room—

Into the light.

It looked almost human, with the same shape and build of an average man- but it's skin was burnt red, veins spread through it as if it'd been turned inside out. It's fingers were long and scraggly, ending in foot long claws covered in blood and skin, human _skin_—

But the biggest difference, the one thing giving him away to any particularly dense person, was the web of metal and steel alloy where it's legs should have been. They were stained with the same blood but more powerful looking, ending in the same claws as the ones on it's fingernails.

And the sound. Nobody would be able to mistake that hissing for human, no matter how blind they were.

Alice shivered involuntarily as it hissed again—

And froze, her grip on the rifle slipping as her gaze fixated on it's face.

Despite all of the blood, the twisted veins, the features were the same. The eyes were the same- only now, instead of the warm brown color they'd always been, they glowed a rage-filled red.

But she could still tell who it was, who it had been.

Spence.

She realized this as he slammed one bloody fist into her face.

She flew across the room, slamming into the wall, Matt helping her up before she was even aware she'd landed.

The monster- _Spence_- was advancing on them and she realized suddenly they were completely helpless, their rifles dropped on the other side of the room—

And the room was filled with the sound of gunfire as Michael, who at sometime had picked up J.D's fallen M16, bulleted Spence with it.

He turned to face Michael, rage spread across his features, and Matt and Alice finished stumbling to their feet picking up the other two rifles as they rushed into the next room.

She stood at the door, Matt flanking her as they covered Michael, who dived in after Rain and J.D, dragging Kaplan with them—

And Spence smashed into the door again as it slammed shut.

She rushed across he room to another hidden keyboard, shoving the desk blocking it aside and dropping to her knees in front of it. It was hopeless, she knew it was, but what else could they do?

She began to type in the original code, noticing as she did that the door had already begun to bend in. The bullets Michael had shot into Spence had obviously had no effect- if anything, they'd only made him more pissed off, even stronger.

She glanced at the screen as she finished entering the code—

And her mouth dropped open in shock. It was open, it was fucking _open_- it was an entrance located halfway across the mansion, but it was open.

Elated, she turned to face the others—

And stopped, the words dying on her lips as she looked at Kaplan.

He sat slumped against the wall, his face pale and exhausted, obviously in pain; with his barely recovering leg, all the running around they were doing couldn't be helping.

There was no way they'd be able to make it out alive with him. He was a liability, there's no way they'd have time carrying him the whole way—

His gaze met hers, her own despair echoed in his eyes, and she turned away, disgusted at herself for even _considering_ leaving him behind.

Instead she turned back to the others, shouting, "I opened another entrance, we have to go—"

And was cut off when Kaplan, Matt and J.D hurrying over to lift him, told them, "No."

They backed off, looking shocked as he added, "Go without me."

"Kaplan, no." It was Rain, standing next to J.D and looking far more upset than Alice would have expected of her.

"You have to," Kaplan said quietly. His expression was nervous, fearful, but resolute. Alice looked away.

"We don't have any other choice," Michael pointed out quietly, watching Alice warily.

The metal shrieked, and Alice jumped. "No. No, we can't just leave him here to die—"

"If we don't, we all die." Matt told her.

She stared at him, at his solemn expression, wanting to scream, throw a temper tantrum. It wasn't fair, wasn't _fucking_ fair, Kaplan was just starting to improve—

And then he smiled weakly at her, making her feel inexplicably more heartsick, and said quietly, "Go ahead. I'll be fine."

She stared at him, wishing she was brave enough to refuse and stay with him instead—

And then they were running as the metal door burst inward, rushing into the next room and slamming the doors shut.

They could hear Kaplan screaming as they ran through the next room and the one after that, only increasing in it's velocity.

And three rooms away, Alice realized suddenly that she was sobbing as she ran, as Kaplan's screams reached their highest pitch—

And then abruptly cut out.


	8. Chapter Seven: Epiphany

Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Please! I live and breathe reviews! Flames, as long as their explanatory, are fine.

Author's Notes: Again, a thousand thanks to everyone for their reviews! My apologies, as I'm uploading these final three chapters of "Fading Away" before posting each one every week or second week and thus have no idea who's reviewing- so I can't list names as I usually do!

"Y", as always, for spaces...

And this is the seventh and final chapter. I am continuing this fanfiction though, part one in a trilogy- so please keep an eye out for "Into the Light", which should be up in a couple of weeks.

Thanks again for all the reviews!'

**Fading Away**

Chapter Seven: Epiphany

Silence.

In all her twenty-six years, Alice had never realized how strong, how oppressive it could be.

She'd never recognized the way it could permeate her very being, forcing her to think about the one thing, the only thing, she wished she'd never have to think about again.

Kaplan. His weak smile, his last words.

The sound of him screaming as they ran from the room—

She shook the thoughts, memories from her head even as the guilt closed in, taking over all other emotion.

Kaplan had sacrificed himself for the team. It wasn't her fault- it was his decision.

But she couldn't help but wish it'd been her instead- even as the other half of her brain, the rational side, rejoiced at her survival.

Rain shifted, and Alice snapped to attention again, trying to focus on the situation at hand and push away all other thoughts.

She was sitting at the kitchen table next to Rain, holding a gauze pad over the brunette's neck wound. The bite there had caught on something, torn open somehow, and Michael had left to find and sterilize a needle and thread to stitch it closed.

J.D sat on the table on the other side of Rain, clutching an orange in one palm and staring at it as if it would answer all their unasked questions. Matt paced around the kitchen, his face stony and silent.

Neither were injured- of their group of six—

_Five_—

Alice and Rain were the only casualties. Alice's shoulder burned where Spence had hit her, but the skin was basically unmarred.

It was Michael's theory that Umbrella had done something to his skin to make it burn that way- yet another strong defensive mechanism the monster seemed to have.

She wondered how Umbrella had mutilated him.

And why they'd chosen Spence.

But as it was, Alice hadn't bothered using the anti-virus on the wound.

It'd been easy to steal the light metal case on her way out of the Umbrella laboratory. The same power outage which, Matt had told her, had allowed him to escape his room had unlocked the laboratory doors, rendering all Umbrella's painstakingly designed security precautions useless in less than a minute.

But she didn't want to use it if she didn't have to. Someone else might need it more later, and she doubted it'd be as easy to steal another now.

And if she did need it, she could always get it later.

Instead Michael had simply disinfected it and bandaged her shoulder lightly with more gauze.

And now she sat next to Rain, holding the gauze still on her neck as she fidgeted nervously, trying, Alice supposed, to do the same thing she herself was attempting to do- stop thinking about Kaplan.

She focused her attention on Matt instead, who paced back and forth across the kitchen, the rage and frustration barely concealed in his stony face.

When he saw her watching, he flashed her a tight-lipped smile and commented, his voice measured, "It's really too bad about Kaplan, isn't it?"

Alice flinched at his casual tone. He saw her expression and shrugged. "What? It's not Kaplan's fault that some of us couldn't bother to think about the fact that maybe the codes would have been changed by now."

Alice looked away, feeling herself flush. Matt was only upset about Kaplan, she knew that... but still, how could he say that? To_ her_?

"And it's too bad that some of us never thought about what I said- that with all the fucking codes, we could get stuck in here. Isn't it?"

He continued, and Alice struggled to ignore him, pushing aside the vestiges of guilt. She could feel Rain's shoulder tense under her hand, could almost sense J.D gripping her arm, sending Rain an imperceptible "Don't start another argument" look.

Matt finally gave up his pretense and turned to look directly at Alice. She stared back at him, feeling frightened despite herself at the obvious rage in his eyes. "Look, Alice. I know you're upset about Kaplan, but why the hell wouldn't you listen to me? Maybe if you had, Kaplan wouldn't have had to fucking die to save the rest of us."

To her horror, Alice could feel tears springing up in her eyes and looked away. "Matt, I don't want to talk about this right now—"

He snickered. "Why not? What, are you just going to pretend it wasn't your fault?"

"It wasn't Alice's fault the codes wouldn't work," Rain told him. Her voice was cold, measured, but J.D's tight grip on her arm made her barely restrained anger obvious.

Matt turned to face her, looking surprised. "What exactly are you trying to say here, _Rain_?"

She shrugged. "Maybe you should put the blame where it should be, _Matt._"

Matt stared at her. Then he smiled. "Kaplan got left behind because he was a liability, didn't he?"

_Enough._ "Matt, Kaplan didn't get left behind—"

"Shut up." He whirled to face her, pointing at her. "Just shut up, Alice."

She complied, feeling hurt- and shocked. Matt had never, ever spoken to her like that.

By Rain's tensed shoulders, she could tell Rain wasn't happy about it either as Matt continued. "You were a liability not so long ago too, weren't you, Rain?" He cut her off as she started to answer. "Except _you_ didn't get left behind because you had J.D carrying you around like your fucking mommy. Too bad Kaplan wasn't so lucky, huh?"

If he had been trying to find the most hurtful, anger-inducing insult to use on Rain, he couldn't have found anything better than that. They all knew how Rain hated to be seen as vulnerable- and to imply that it was that vulnerability that had gotten Kaplan killed only fueled her fire.

Rain's eyes flashed, and she jumped out of her seat, shaking off J.D's arm as she did so. "Are you saying this was my fault or something?"

She was shouting now and J.D left the room in disgust. Alice could relate. She couldn't believe the way they were all fighting after what had happened to poor Kaplan, couldn't stand that they were all falling apart so easily.

Matt laughed. "Isn't it obvious?"

Her eyes flashed. "You know who's fault it is, Matt?" she shouted. "Who was the one who dropped the fucking card in the first place?"

Matt stopped laughing. "Shut the hell up, Rain."

His voice was dark, menacing, and Alice willed Rain silently to do what he asked, not wanting to see what would happen if she refused.

But of course, Rain, being Rain, got right up in his face and said, "Stop starting shit then."

"I'm serious Rain, shut the fuck up!" He shouted the last part, his face burning red, hands clenched into fists at his sides.

Rain noticed too and looked slightly taken aback, but continued. "What if I don't, _Matt_? What are you going to do then?"

He glared at her, his face twitching with rage—

And then he slammed his fist into her face.

With an inhumanely hard punch, he sent her flying across the room, crashing into the wall and collapsing into a heap as Alice watched in shock.

Matt advanced towards Rain and she forced herself into motion, sliding between him and Rain. "Matt, what are you doing—"

He looked at her, and she stopped. His eyes were burning red, filled with rage and hatred—

And, she noticed, with a sickening sense of dread, his arm, the month-old scratches there, were rippling.

But despite that, she still thought she was safe, that he wouldn't hit her.

She was wrong.

And as she smashed into the table, her head slamming into the wall, the same utter disbelief was the last thing she felt before she passed out.

y

When Michael had first heard the shouts, the thuds and crashes, he, along with J.D, had figured Matt and Rain were at it again. Starting another fight.

So he'd grabbed the freshly sterilized needle and thread, placing it onto the gauze he'd found in the storage room, and left for the kitchen, J.D following.

And, as it turned out, they were both partly right. Matt and Rain _were_ fighting.

But nothing prepared them for the scene they walked in upon as they stepped into the kitchen.

They knew Matt had a temper. They knew he'd been violent lately. And, despite the fact they all knew he would never try to hurt Rain, accidents happened. If he'd lost his temper sometime and hit her, they'd understand it. Even Rain herself would probably understand it, after she beat on him for awhile too.

But nothing would have prepared them to walk into the kitchen and see him throwing Alice into the wall. He'd never even snapped at Alice, and to see him actually exerting physical violence on her—

They were forced to snap out of their shock when Matt turned, facing them.

J.D hurried forward, sending a vicious right hook to Matt's face.

And nothing happened. Matt reacted like J.D was a fucking _fly_ or something, just standing there and staring at him, not moving.

Then he hit J.D, hit J.D hard enough to send him to the floor before lifting him up and throwing him into the row of counters lining the wall.

And then Matt looked at him and shouted, no, _roared_ before advancing on him, the kitchen literally shaking with his footsteps—

And Michael turned around where he stood in the doorway, dropping the gauze and running for the stairs.

Cowardly or not, there was no way he'd be able to fight off Matt before Matt killed him.

All he could do was run.

y

The dark haired human smashed into the counter and fell, and he advanced on him. The rage buzzed in his head, threatening to consume him—

And Nemesis was hungry. Wouldn't stand for this particular person's arrogance, to run into the kitchen and make a laughable attempt to stop him.

He reached out to the human as he began to stand—

And was distracted by sudden movement.

Spinning around, he saw that the dark haired girl, the smaller one, had begun to move, the stupefaction caused by her head smashing against the wall having worn off.

A look of anger- not fear, but _anger_- crossed her face as she began to stand—

And he was in front of her in a single leap, slamming her wrists into the wall and holding them there before she could rise halfway up. She tried briefly to yank her arms from his grip before attempting to kick him instead- but he was ready for this, and used his own foot to slam her leg against the wall. She gasped in pain, a quiet protest from such a usually insolent person, but didn't move. If she did, she was in a perfect position to break her leg and she knew it as well as he did.

She looked at him and he was gratified to see fear, rather than anger, in her eyes now.

She was afraid of him.

She should be.

She tensed as he leaned into her neck, to the fresh blood he could smell there. It was splashed over her neck, all around the bite mark there and he could practically taste it as he leaned in—

And, reaching out gently with a tongue now rough and scaly, he slowly licked the blood away—

And a sudden shot of pain rushed through him. Nemesis dropped her, threw her aside as he whipped around.

The person standing there held a gun in his hand, was backing away slowly, and Nemesis advanced on him, ready to rip out his throat for his attack—

Except he couldn't move anymore. His limbs were numb, his vision was fading—

And then he was Matt again, as he collapsed to the floor, waking up as if from a dream to see the utter pandemonium he had caused.

And then he fell back into another dream, and slept again.

y

J.D hurried across the room as Matt collapsed onto the floor, his eyes closing even as he reached Rain. He reached out to her, touching her neck gently. She flinched and pushed his hand away.

"I'm fine."

She said it defensively, but honestly, so he left her alone, hurrying over to check on Alice as Michael, looking exhausted, dropped the tranquilizer gun onto the floor.

It'd been smart, to find the gun in the storage room. To be honest, J.D had assumed Michael had run away only to save his own sorry ass.

Luckily, that wasn't the case.

Michael was a lot stronger, a lot smarter than he looked. J.D was going to have to stop underestimating him.

But for now, he just checked Alice's head over. There was no visible cuts or scrapes, only a bump rapidly forming on the back of her head. Turning her head to the side, he checked both ears, and was relieved to see neither blood or CSF. Doctor or not, he was smart enough to know that bleeding cerebrospinal fluid was about the worst outcome of a head wound.

She was waking up even as he did so, and he helped her into a sitting position as she slowly opened her eyes, looking around her as if dazed.

Then her blue eyes focused, and she asked, "Where's Matt?"

J.D paused, unsure of what to tell her.

But he didn't have to, because catching sight of Matt on the ground and the tranquilizer on the table, she put two and two together herself.

Turning to him and swallowing, she asked, "Is everyone all right?"

He nodded. "Yeah. Matt's-" he hesitated. "He'll wake up later."

"What happened to him?" It was Michael, staring wide eyed at both of them as he ripped off yet another pad of gauze, applying it silently to Rain's bloody neck.

Alice shook her head. "I don't know."

J.D was silent, staring at the floor as he suddenly realized it, what he'd forgotten about all these days.

"He had a file," he said quietly, looking up at all of them.

"And so did Spence."

y

They sat silently in the dark living room.

The lights were off, save for one lamp situated next to the armchair where Michael sat, staring at the file.

The rest of them were crowded onto the couch, onto the table, onto the floor, wherever they'd found a space to sit.

They were utterly silent as the realization sunk in. The reason for Matt's anger, for his violence.

Matt was mutating.

He had maybe an hour, maybe a day, maybe a week left. And then he'd be gone to them forever.

They had the anti-virus, yeah. That was the only thing that had stopped him from mutating in the first place- the frequent doses of the anti-virus Umbrella had fed him.

But even then, time between doses had been growing shorter every few weeks. It's effects on his bloodstream were obviously weakening as the Licker's contamination set in, renewing and strengthening it's fight against all antibiotics.

It had been over two weeks since Matt had been dosed with the anti-virus now.

Rain wondered how he had been able to last so long.

But then, as Michael had explained to her, he'd been put up against other Umbrella mutations while in captivity, forced to resort to the Licker blood flowing through his veins to stand up against it.

Here he was just forced to put up with Rain. Which, she liked to think, was still a worthy opponent- but come on, she wasn't one of Umbrella's fucking creations. Matt could have easily taken her, mutated or not.

Except he didn't have a choice anymore. Fear brought out the viral effects in him, _rage_ brought out the same effects and he'd mutated- not fully, but partially, anyways- completely unintentionally.

They'd injected him with the anti-virus even before reading the files, Alice and Michael carrying him to the room the four of them shared and tucking him into the king-sized bed.

She supposed that's all they could do for now. Inject him periodically with the anti-virus.

Except there was only enough left in there for five more injections now. Alice had been smart enough to grab a bigger case, to replace the virus capsules with anti-virus ones instead.

Except, no matter how many capsules they had, the time between when they needed to use them would get shorter and shorter—

And after so many injections, it'd all be gone. Leaving Matt utterly fucked. Leaving all of them utterly fucked.

Because where would they be then? Running away from not only the Spence mutation, but from the Matt one as well? And where would they go?

Spence's file lay on the table too, utterly abandoned. The original plan had been to read over both files- but, after Matt's, nobody particularly cared about Spence anymore.

And who could blame them? Because hell, Rain cared about Matt. She _knew_ that they were always fighting, always bashing heads- but she didn't care. They were still teammates, were still _friends,_ and she didn't want to watch him mutate and die.

"So what are we supposed to do?"

She spoke the words without thinking, talking more to herself than anyone else, wanting only to break the deafening silence.

Alice looked at her. "Carry on Umbrella's treatments—"

"And what about when we run out?" Rain interrupted. She saw a stricken look pass across Alice's face and felt slightly guilty, but pressed on. It had to be said. "Because we will, eventually. And then we're completely fucked."

"Wait."

It was Michael, sitting up now, peering intently at the pages in front of him. They all turned to stare at him as if he were their God, reading to them their salvation—

And he redefined all aspects of the metaphor as he said, "There's another anti-virus." He looked up at them. "A better one."

J.D, looking confused, asked, "The same one Umbrella used to bring back the zombies?"

Michael shook his head. "No. That was just a strengthened rendition of the anti-virus. But this..." He shook the pages at them, practically glowing. "It has different adhesive qualities, attacks all parts of the body and completely reverses it's effects. It makes the victim stronger, in the end."

Rain leant forward, yanked the pages from his hands, scanning them frantically. She could feel J.D and Alice crowding around her, reading over her shoulder.

"It's never been tested on humans," Alice said quietly, pointing to the line of printing underneath what Michael had just explained to them. "What if it just makes him worse?"

Michael shrugged. "It might," he said honestly. "But at this point, we don't really have any other options."

Alice nodded, accepting the fact.

"Where would we find it?"

Michael hesitated. "It _was_ housed in an underground lab of some sorts, was never moved- they referred to it as—"

"The Hive," Rain cut in.

He looked surprised. "You've heard of it?"

"Been there," J.D said with a small smirk.

He nodded. "Well, there's no guarantee it survived the infection and invasion from in October—"

_Their doomed mission—_

"But if anywhere, that's where it'll be." He paused. "It hasn't been tested yet, so I doubt Umbrella created more."

"Why didn't they just use it on Matt then?" Alice asked him, confusion creasing her brow.

"They wanted to test it out first, work out the kinks," he told her. "And- I think they were testing him. Trying to see what would happen if he mutated."

"Like some experiment?" Rain asked him, raising an eyebrow.

He nodded. "They called it "Nemesis"."

Alice hesitated before speaking. "Do you think- would Kaplan have been infected? The Licker scratched him too."

Michael looked thoughtful. "He should have been- except I don't think he was. He didn't show any side effects, anyway."

Rain crowded forward, trying to see the files Alice held now. "Does it mention any other test subjects?"

Alice shook her head. "No. Just Matt." She paused. "But it doesn't matter."

"Kaplan's gone, but Matt's still here. And there's no way I'm losing another team member to Umbrella's fucking war games."

They didn't move, all in solemn agreement, watching her as she stood up gracefully, tossing the files onto the table in front of her.

"We have to go back to the Hive."

End

A/N: Thanks for reading, please review! :) And again, please watch for "Into the Light", the next installment in this trilogy!


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